The steps for forming a corporation in Hawaii are laid out below.
You can also use Nolo's Online Corporation Service, which will form a corporation for you, providing you with everything you need including a corporate name check, articles, bylaws, a corporate records book, an incorporator's statement, minutes of the first meeting of the board of directors, stock certificates, and a stock transfer ledger.
Your corporation's name must be recognizably different from the names of other business entities already on file with the Business Registration Division of Hawaii's Department of Commerce and Consumer Affairs. You can check names to see if they're available by searching the Business Registration Division's business name database.
Your corporation's name must include the words "Corporation," "Incorporated," or "Limited," or the abbreviation "Corp.," "Inc.," or "Ltd."
Your corporation is legally created by filing Articles of Incorporation with the Business Registration Division of Hawaii's Department of Commerce and Consumer Affairs. The articles must include the following:
The filing fee is $50. The articles may be filed online or by mail.
Every Hawaii corporation must have an "agent for service of process" in the state. Also called a registered agent, this is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. A registered agent may be either an individual resident or a business entity that's authorized to do business in Hawaii. Before you submit articles naming your registered agent, the agent should agree to accept service of process on your corporation's behalf.
Bylaws are an internal corporate document that sets out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they establish your corporation's operating rules and help show banks, creditors, the IRS, and others that your corporation is legitimate. You can customize bylaws for your corporation on Nolo's website or use the book Incorporate Your Business, by Anthony Mancuso (Nolo) to create bylaws.
Keep your bylaws, articles, stock certificates, minutes of shareholder and director meetings, and other important papers in a corporate records book. You can use a three-ring binder or order a corporate records kit through a corporate kit supplier (a corporate records book and company seal come with Nolo's corporate formation service).
The incorporator—the person who signs the articles—appoints the initial corporate directors who will serve on the board until the first annual meeting of shareholders (at which point the shareholders will elect the board members who will serve for the next term). The incorporator must create an "Incorporator's Statement" showing the names of the initial directors. The incorporator then signs the statement and places a copy in the corporate records book. The statement need not be filed with the state. For a sample Incorporators Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
At the first board meeting, the directors appoint corporate officers, adopt bylaws, select a corporate bank, set the corporation's fiscal year, authorize the issuance of shares of stock, and adopt an official stock certificate form and corporate seal. Sales of stock by small "privately held" corporations are usually exempt from federal and state securities laws—see Nolo's Corporations FAQ for more information.
Record the directors' actions in corporate minutes prepared by the incorporator or any of the directors. For corporate meeting minute forms, see Nolo's website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo). (Nolo's corporate formation service comes with filled-out minutes of the first meeting as well as an Incorporator's Statement.)
Starting in their second year, all corporations doing business in Hawaii must file an annual report with the Business Registration Division and pay a $15 filing fee. The report form is available at the Business Registration Division website—see Form D1. The report may be filed online or by mail. The due date of the report depends on the month of the year the corporation was organized or registered.
Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.