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Form a Corporation in Hawaii.

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Choosing a Corporation Name

Corporation information in Hawaii Your Hawaii corporation’s name must be different from any other authorized business entity on file (registered or reserved) with the Hawaii Department of Commerce and Consumer Affairs (DCCA). The name also may not state or imply that the corporation is organized for some purpose other than that stated in its articles of incorporation.

Your new corporation’s name has to include the words “Corporation,” “Incorporated,” or “Limited,” or the applicable abbreviation: “Corp.,” “Inc.,” or “Ltd.”

You can reserve an available corporate name for 120 days for a $20 fee.

Articles of Incorporation

Hawaiian law requires that articles of incorporation be filed with the Hawaii DCCA. The fee to file your corporation’s articles is $100, plus another $50 if you want expedited one-day filing. Certified copies of your articles of incorporation are $20 each.

Hawaii allows corporations to be formed for any lawful business activity; in fact, the business purpose of the new corporation does not even have to be listed in the articles.

At least one person (usually an initial director or officer) must sign the articles as incorporator. The incorporator’s primary duty is to deliver the articles of incorporation to the Hawaii DCCA.

Hawaiian state law doesn’t use the concept of par value, so you don’t have to state a par value for your shares in the articles of incorporation. The filing fee is a flat amount and is not based on your authorized shares, so you can authorize as many shares as you desire. Many incorporators authorize common shares with equal voting, dividend, and liquidation rights, and no special restrictions. If you want to authorize one or more special classes of shares, state the name of each class or series, the number of shares in each, and the rights and restrictions associated with each class or series. A Hawaii corporation is exempt from registration under Hawaii’s Uniform Securities Act if the number of subscribers is 25 or less.

It’s also allowable to integrate other optional provisions into the articles of incorporation for those corporations wishing to formalize additional criteria, such as special qualifications of shareholders, limits on the duration of the corporation’s existence, any limits on the liability of a director in specific circumstances, and the like.

Registered Agent and Office

The articles of incorporation should also include the name and address of your corporation’s initial registered agent-the person you designate to receive official correspondence (legal or administrative) on behalf of your corporation. The registered agent must be either an individual who lives in Hawaii and whose business office is the same as the registered office, or a corporation with a business office that is the same as the registered office.

Bylaws

All corporations are required to keep a copy of their bylaws at their main executive office, but they are not required to file those bylaws with the state. At the new corporation’s initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. Bylaws are a critically important document describing the corporation’s basic managerial and legal operating principles regarding such issues as:

  • Shareholders’ and directors’ meetings
  • The authority, number, and tenure of directors in the board of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders

Officers of the new corporation can either be listed in the bylaws or elected by the board in compliance with those bylaws.

Directors

Corporate officers can either be listed in the bylaws or elected by the board in compliance with the corporation’s bylaws. A corporation must have a chairman of the board or a president (or both), a secretary, a chief financial officer, and whatever other officers with titles and duties as listed in the bylaws or determined by the board.

The president, or, if there is no president, the chairman of the board, is the general manager and chief executive officer of the Hawaii corporation, unless otherwise provided in the articles or bylaws. Any number of offices may be held by the same person unless the articles or bylaws require otherwise.

Requirement Reports

Your corporation must file an annual report with the DCCA every year between January 1 and April 1, or on another date that the director may specify. The first report must be filed within this period in the year immediately after the calendar year in which the company was incorporated. This report must include:

  • The corporation’s name and where (state or country) it was incorporated.
  • The company’s principal office mailing address, its registered office address in Hawaii, and the name of its registered agent at its registered office in Hawaii.
  • The names and business addresses of its directors and officers.
  • A brief description of the nature of its business.
  • If it’s a domestic corporation, the total number of authorized shares, itemized by class and series, and the total number of issued and outstanding shares, itemized by class and series within each class.

Additionally, the board must send an annual report to all shareholders by a filing date based on the date of incorporation.

Taxes

The corporate tax rate for Hawaii varies based on taxable net income.

Learn more about incorporating in Hawaii

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silver

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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$149

+ $50 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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$299

+ $50 (state fee)

everything from
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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of formation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Hawaii Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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