How to Start an LLC in Hawaii

If you're looking to start a business in Hawaii, think about forming a limited liability company (LLC). Many small business owners are opting to create LLCs because of the business structure's many advantages. An LLC combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. An LLC also protects you, the owner, from being personally liable for the business's debts.

Below are the steps you need to take to create an LLC in Hawaii. For more information on how to form an LLC in any state, check out our article on how to start an LLC. You can also use our online LLC formation service to register your LLC.

1. Choose a Name for Your Hawaii LLC

When choosing a business name for your LLC, you'll need to follow Hawaii's laws around LLC names. Hawaii, like other states, has rules for what you can and can't name your LLC.

LLC name must be distinguishable. You must pick a name for your LLC's name that's distinguishable (different) from the names of other business entities already on file with the Hawaii Department of Commerce & Consumer Affairs (DCCA). You can check which names have already been taken by using the DCCA's business name search. (Haw. Rev. Stat. § 428-105 (2024).)

LLC name must include an entity designator. Under Hawaii law, an LLC must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC." You can abbreviate the words "limited" as "Ltd." and "company" as "Co." (Haw. Rev. Stat. § 428-105 (2024).)

Name reservation. You can reserve an available business name for 120 days with the DCCA. You can reserve a business name online through Hawaii Business Express. You'll need to create an account to get started. As of 2024, the filing fee for the application is $10. (Haw. Rev. Stat. § 428-106 (2024).)

Using a trade name. You don't have to use your LLC's official legal name registered in your articles of organization when you do business out in the real world. Instead, you can use a trade name, also called a "DBA" (short for "doing business as"), "assumed name," or "fictitious name." Hawaii doesn't require you to register your DBA. But registering your name has meaningful benefits, such as putting others on notice that you're claiming rights to use your DBA. You can register your DBA online through Hawaii Business Express or by filing a Registration of Trade Name (Form T-1) with the DCCA. As of 2024, the fee to register a trade name is $50.

2. Appoint a Hawaii Registered Agent

Every Hawaii LLC must have an agent for service of process in the state—known as a "registered agent." A "registered agent" is an individual or business entity that agrees to accept legal papers on the LLC's behalf if it's sued.

In Hawaii, an LLC's registered agent must be either:

• a Hawaii resident
• a Hawaii business
• an out-of-state (foreign) business authorized to do business in Hawaii, or
• a title of an office or other position with the LLC where service of process can be sent.

Your LLC can either appoint a commercial registered agent or a noncommercial registered agent. A "commercial registered agent" is a person or business that's filed a commercial registered agent listing statement with the director of commerce and consumer affairs.

You can appoint yourself or another LLC member as the LLC's registered agent. Your registered agent must be located in Hawaii.

(Haw. Rev. Stat. §§ 425R-1 and following (2024).)

3. File Articles of Organization With the DCCA

You can create a Hawaii LLC by filing Articles of Organization (Form LLC-1) with the DCCA.

The articles must include the following information:

• the name of the LLC
• the address of the LLC's principal office
• the name of the LLC's commercial registered agent or the name and address of the LLC's noncommercial registered agent
• the name and address of each organizer
• whether the duration of the LLC is for a specific term (and the period, if there is one)
• whether the LLC will be member-managed or manager-managed
• if manager-managed, the names and addresses of the initial managers and the number of members
• if member-managed, the names and addresses of the initial members, and
• whether any members will be liable for the LLC's debts and obligations.

(Haw. Rev. Stat. § 428-203 (2024).)

You can file the articles online using Hawaii Business Express. Alternatively, you can file the articles by mail, email, or fax. As of 2024, the filing fee for the Hawaii Articles of Organization is $50.

4. Prepare an Operating Agreement

Hawaii, like most states, doesn't require an LLC to adopt an operating agreement. Though an agreement isn't legally required, it's still important to create this organizational document for your company. An operating agreement—like bylaws for a corporation—will establish the rules and procedures for how your LLC will operate. You don't need to file your operating agreement with the state but you should put it in writing.

This operating agreement should generally cover:

• the relations among the members as members and between the members and the LLC
• the rights and duties of managers
• the activities and affairs of the company and the conduct of those activities and affairs, and
• the means and conditions to amend the operating agreement.

Adopting an operating agreement for your company comes with many advantages. The agreement allows the LLC members to create their own rules for their company. In the absence of an agreement, the state's default rules under its LLC laws will govern the LLC's operations.

Additionally, an operating agreement can help preserve your limited liability status by showing that your LLC is truly a separate business entity from its owners. Moreover, investors and banks typically like to see an LLC's operating agreement when determining whether to invest or loan money to the company.

For help creating an LLC operating agreement, you can use our online LLC formation service.

5. Get an EIN and Comply With Tax and Regulatory Requirements

Other tax and regulatory requirements might apply to your LLC. For instance, your LLC might need to obtain an EIN, apply for business licenses and permits, and register for business taxes.

EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for your LLC only if you'll have employees or you elect to have your LLC taxed as a corporation instead of a sole proprietorship (disregarded entity). You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.

Business licenses. If your LLC receives any income from business activities in Hawaii, then you must obtain a general excise tax (GET) license from the Hawaii Department of Taxation (DOTAX). In addition, depending on your business activities and location, your LLC could need to obtain local and other state business licenses. For local licenses, check your county website. For state license information, check out the DCCA's Professional & Vocational Licensing Division website.

Hawaii Department of Taxation. As mentioned earlier, you must obtain a GET license from DOTAX. You might need to register with DOTAX to obtain other tax licenses. You can apply for most tax licenses and obtain your HITax ID by filing the State of Hawaii Basic Business Application (Form BB-1) with DOTAX. You can submit the application through Hawaii Tax Online. For more information on Hawaii LLC tax registration, check out our article on LLC annual report and tax filing requirements in Hawaii.

FAQ About Hawaii LLCs

Here are some other questions you might have about your Hawaii LLC.

• Should I form an LLC in Hawaii?
• How much does it cost to form an LLC in Hawaii?
• Do I need to submit an annual report for my LLC in Hawaii?
• Are there any other maintenance requirements for Hawaii?
• Do I need an operating agreement for my Hawaii LLC?
• Do I need a business license in Hawaii?
• Are there Hawaii business taxes I need to pay?
• Can a foreign LLC do business in Hawaii?
• Can I form a single-member LLC in Hawaii?
• Can I form a professional LLC in Hawaii?
• How do I dissolve my LLC when I'm done?

Should I form an LLC in Hawaii?

If you're just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business.

To learn more about LLCs and decide if it's the right business structure for you, see our article on LLC basics.

How much does it cost to form an LLC in Hawaii?

Below are the fees (as of 2024) you might need to pay to form your LLC in Hawaii:

• The DCCA charges a fee of $50 to file Articles of Organization.
• You can reserve your LLC name with the DCCA for $10.

Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but it will often cost you hundreds, if not thousands, of dollars in the process. If you'd like help completing all the filings, try our online LLC formation service.

To learn more about the costs associated with forming and running an LLC, see our article on how much it costs to form an LLC.

Do I need to submit an annual report for my LLC in Hawaii?

Yes. Every LLC must file an annual report with the DCCA's Business Registration Division and pay the required fee. You can file your annual report online with Hawaii Business Express. As of 2024, the fee to file your annual report is $12.50 if filed online and $15 if filed by paper.

The report is due in the calendar quarter of the anniversary month of your LLC's formation. For example, if your LLC was formed on May 17, then your report would be due each subsequent year by June 30.

(Haw. Rev. Stat. § 428-210 (2024).)

For more details, see our article on LLC annual reports and tax filing requirements in Hawaii.

Are there any other maintenance requirements for LLCs?

Apart from annual reports, your LLC will need to file and pay applicable taxes to the local, state, and federal governments. In addition, your LLC might need to obtain and periodically renew any required general or special business licenses or permits. You'll be responsible for keeping track of these maintenance requirements to keep your LLC in good standing and legally compliant.

Starting in 2024, all LLCs were previously required to submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. However, in March 2025, after some constitutional challenges, FinCEN revised the BOI reporting rule so that the requirement only applies to companies created outside the U.S. So, if you form your LLC within the U.S., then you no longer need to worry about the BOI reporting requirement.

Do I need an operating agreement for my Hawaii LLC?

You're not required to have an operating agreement for your LLC in Hawaii. Though, it's highly advisable to have one. An operating agreement can help protect your limited liability status, prevent financial and managerial misunderstandings among members, and ensure that you choose the rules that govern your business instead of your state's default rules.

Do I need a business license in Hawaii?

Yes. Hawaii requires every business that receives income from activities conducted in Hawaii to get a general excise tax (GET) license from DOTAX. You can apply for this license online via Hawaii Tax Online. You can also apply for tax licenses related to employer withholding, transient accommodations, rental motor vehicles, cigarette and tobacco, and alcohol using the same application.

In addition, you could need professional licenses, safety certifications, environmental permits, and building and zoning permits.

You can find extensive details about state and local regulatory requirements in our Hawaii business license article.

Are there Hawaii business taxes I need to pay?

LLCs are considered "pass-through entities" (PTEs) by default, meaning the responsibility for paying taxes on the LLC's income passes through to the members. So, an LLC member will report and pay taxes on their share of the LLC's income on their personal tax return.

However, there are other taxing scenarios that you should be aware of. Some LLCs elect to be taxed as a corporation rather than as a partnership (a type of PTE). Alternatively, Hawaii allows LLCs to pay income tax at the entity level through the PTE tax. If you elect to have your LLC pay the PTE tax, then your LLC will be taxed at the entity level on behalf of the members (owners). You'd then claim a tax credit on your personal return for the tax already paid on your behalf by your LLC. You'll make these elections and report and pay these state taxes to DOTAX.

In addition to income tax, your LLC is responsible for the GET. The GET is based on your LLC's gross business income. The tax rate depends on your business activities. Hawaii doesn't have a sales tax but your LLC will be responsible for paying use tax. Hawaii's use tax is a tax on imports from unlicensed sellers.

If your LLC has employees, you'll also be responsible for withholding employee wages and paying unemployment insurance (UI) tax. You'll register to withhold and pay wages through DOTAX. You'll need to register to pay the UI tax to the Department of Labor and Industrial Relations.

See our article on Hawaii tax filing requirements for more details.

Can a foreign LLC do business in Hawaii?

Yes. To do business in Hawaii, all LLCs organized outside of the state (called "foreign LLCs") must register with the DCCA. Your foreign LLC must appoint a registered agent for service of process that's physically located in Hawaii.

To register, file an Application for Certificate of Authority for Foreign Limited Liability Company (Form FLLC-1) with the DCCA. Along with your application, you must include a certificate of existence or a similar document from your home state that's no more than 60 days old.

You can file the application online through Hawaii Business Express. Alternatively, you can file the application by mail, email, or fax. As of 2024, the filing fee to register a foreign LLC in Hawaii is $50.

Before filing, make sure the LLC's name is available in Hawaii. If your LLC's name isn't available, you must use a fictitious name to transact business in the state.

(Haw. Rev. Stat. §§ 428-1001 and following (2024).)

See our article on qualifying to do business outside your state for more guidance.

Can I form a single-member LLC in Hawaii?

Yes. For most formation purposes, a Hawaii single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in Hawaii are generally the same as those listed above.

Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see our article on how single-member LLCs pay federal income tax.

Can I form a professional LLC in Hawaii?

No. Hawaii doesn't recognize professional LLCs. Instead, if you provide a licensed professional service in Hawaii, you can form a professional corporation or a regular LLC.

Typically, you can organize a professional corporation to provide only one type of professional service and any ancillary services. However, you can organize a professional corporation to provide professional services under two or more professions as long as the organization is allowed by the respective professions' licensing authorities. In addition, only licensed professionals can perform the professional services for which the professional corporation is organized. (Haw. Rev. Stat. §§ 415A-1 and following (2024).)

How do I dissolve my LLC when I'm done?

If you reach the point where it's time to close your business and cease all operations, then you'll want to properly dissolve your LLC to limit your liability for lawsuits and government fees. To dissolve an LLC in Hawaii, you should:

• have the consent of a percentage of LLC members specified in the operating agreement (or another occurrence listed in your operating agreement must happen)
• discharge and settle the LLC's debts, obligations, and other liabilities
• settle and close the LLC's activities
• distribute the company's remaining assets, and
• file Articles of Termination and pay the required filing fee with the DCCA.

(Haw. Rev. Stat. §§ 428-801 and following (2024).)

You'll also need to close your tax accounts and take any other steps necessary to close out your business. See our article on what you need to do when closing your business for more in-depth information and guidance.