Hawaii LLC Formation Guide

This guide will help you set up an LLC in Hawaii. It includes step-by-step instructions for obtaining tax IDs and filing documents.

Overview

Because they are affordable to set up, offer flexibility for the owners and are simple to manage, LLCs are the most preferred business structure. Your LLC legalizes your business and limits your personal liability. It also allows you to have tax flexibility. As you go through this process, the following steps will guide you.

Step-by-Step Instructions for Hawaii LLC

    1. Check Name Availability

      Your LLC’s legal name may not be in conflict with any registered name. You can search for the name you want to check availability.

      Name Search: Hawaii Business Registration Division (BREG).

      Name search

      Name Reservation: Optional
      Suffix: A limited liability company’s name must include “limited liability company” (or the abbreviation L.L.C. “LLC” “Limited” can be abbreviated to “Ltd.” and “company” could be abbreviated to “Co.” Limited liability companies must use English alphabet letters for their name.

      HRS SS428-105

    2. Designate a registered agent

      Before you can file to establish your Hawaii LLC, it is necessary to determine who your Hawaii registered agent is. Register agents are the legal representative of a business that receives notices about lawsuits and other legal notices.

      Every LLC must have a registered agent according to state law. When you file Hawaii articles or organization with the Hawaii Business Registration Division, (BREG), the registered agent is identified.

    3. Filled the Hawaii Certificate of Formation

      To create a limited liability company, file the articles of organization

      Agency: Hawaii Business Registration Division (BREG).
      Form:
      Articles for Organization
      Instructions: Form LLC-1 Instructions, Formula LLC-INFO: Information about Domestic Limited Liability Company
      Filing Method You can send a fax, mail, or online
      Agency Fee: $51 + $25 optional expedite fee
      Turnaround: Mail takes 7-14 business days. 3-5 business days by mail, fax, in person, or online If you file online and pay $25 expedite fees, it will take 1-3 days.
      Law:
      Hawaii Statutes Chapter 428: Uniform Limited Liability Company Act
    4. Establish Company Records

      Your LLC must maintain accurate and complete records. Your LLC’s first records will be your filed articles of organization. Other official records that your LLC may produce include:

      • Minutes of meetings
      • Operating agreement
      • EIN verification letter
      • Amendments to and other filings made by the LLC during its lifetime

       

    5. Make the Operating Agreement

      An Operating Agreement is the governing document of the LLC. This document outlines the rules and procedures for how the LLC will operate, such as holding an annual meeting. The agreement will be reviewed and approved at your organization meeting.

    6. Organise the Organizational Meeting

      The organizational meeting is the first meeting of members of an LLC. To conduct this meeting, you will need to have your operating agreement and the filed articles of organization. Keep a record of the meeting and keep it in your company records book.

    7. Register for a Federal Employer Identification Number.

      An EIN is required for any LLC that has more than one member, or hires employees. A bank account opening requires an EIN.

      Agency: Internal Revenue Service (IRS).
      Form:
      IRS Form S-4
      Filing Method You can send mail, fax or online by phone.
      IRS fee $0
      Turnaround: Online or over the phone, immediately. 4 business days via fax. 4-5 weeks via mail
      Notes: Only certain hours are available for the IRS website. Before closing your session, print your EIN. For more information, please refer to IRS Pub 1635 Understanding Your EIN.
    8. Get Hawaii State Tax Identification Numbers/Accounts

      Hawaii has a single application for state tax registration. This application makes it easier to start a business in Hawaii. It allows you to apply for multiple state tax and employer licenses, permits, and licenses, such as general excise (GET), withholding tax (WH), and unemployment insurance tax (UI).

      Send your submission to:
      Department of Taxation, State of Hawaii

      http://tax.hawaii.gov/

      Form:

      FormBB-1: State of Hawaii Basic business Application
      Filing Method
      Mail or online
      Fee:
      $20
    9. Consider Electing C-Corp Taxation or S-Corp Fiscal

      Your LLC will automatically be subject to pass-through taxation. However, the majority of LLCs maintain this tax classification. Some LLCs can choose to elect S-Corp and C-Corp tax treatment.

      • S-Corp is a tax-saving tool that can be used by owner-employees earning more than $75,000 annually.
      • Double taxation is a problem for C-Corps: members pay taxes on distributions and the corporation pays taxes. You may be eligible for C-Corp tax treatment if your profits exceed $250,000 or you offer employee benefits.
    10. Get Business Licenses and Permits

      You must have the appropriate licenses and permits to run your business legally. It is easy to find the right licenses and permits for your state and federal business.

      Hawaii Business License

      NOT REQUIRED

       

      Hawaii does not require licensure for general business licenses.

      Hawaii does not have an overall business license at the state-level, but licenses from local authorities are required.

    11. You must continue to file for your LLC

      You are required to file both federal and state tax returns.

      To maintain good standing with the secretary-of-state, many states require that business entities file an annual report. The table below shows the requirements for Hawaii LLCs to file an annual report.

      Domestic Hawaii Corporation Annual Report Requirements:

      Agency: Hawaii Business Registration Division (BREG).
      Form:
      Form D1 Domestic Profit Corporation Annual Report
      Filing Method Mail or online.
      Agency Fee: Online filing fee of $12.50 or $15 mail fee
      Due: Annual reports must be filed within the quarter in which the anniversary date of registration is. If you register on February 14, then your annual report must be filed between January 1st and March 31. Deadlines are March 31, September 30, October 30, and December 31.
      Law:
      HI Rev Stat SS 414-472.
      Penalties: $100 per month for any delinquent. After 2 years, dissolution.
      Notes:
      • Signatures by an original are not required.
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