What Is an LLC in Hawaii?
Under the Hawai’i Uniform Limited Liability Company Act (HRS Chapter 428), a limited liability company is a distinct legal entity that combines limited personal liability for its owners, known as members, with flexible internal governance and favorable federal tax treatment. Members are not personally responsible for the LLC’s debts or obligations; their exposure is generally limited to whatever they have invested in the company.
A Hawaii LLC is member-managed by default unless the articles of organization designate the company as manager-managed. Under HRS § 428-404, each member of a member-managed LLC has equal rights in the management and conduct of the company’s business. For federal income tax purposes, a single-member LLC is treated as a disregarded entity and a multi-member LLC as a partnership, though an LLC may elect corporate taxation by filing IRS Form 8832. The members may adopt an operating agreement to tailor the company’s governance, override statutory default rules, and allocate economic rights.
Hawaii does not impose a separate franchise tax on LLCs. However, all businesses operating in Hawaii are subject to the state’s general excise tax (GET) on gross business income, and members report their share of LLC income on their individual Hawaii income tax returns.
Hawaii LLC Name Search
An LLC’s name must not be the same as, or substantially identical to, the name of any existing entity on file with the Department of Commerce and Consumer Affairs. Under HRS § 428-105, the name must contain “limited liability company” or the abbreviation “L.L.C.” or “LLC,” and the words “Limited” and “Company” may be abbreviated as “Ltd.” and “Co.” respectively. All letters must be letters of the English alphabet.
The “substantially identical” standard is more restrictive than a mere distinguishability test. A proposed name that matches the name of any registered domestic or foreign entity, any reserved name, or any trade name, trademark, or service mark on file with the Department will be rejected. An organizer may obtain written consent from the holder of an existing name and add one or more distinguishing words or may provide a court order establishing the applicant’s right to the name.
Before filing, an organizer should check the Hawaii Business Express name search to verify preliminary availability. A positive search result does not guarantee the department will accept the name—final determination occurs at filing.
Name Reservation: A person may reserve an LLC name for a nonrenewable 120-day period by filing Application for Reservation of Name (Form X-1) with the Business Registration Division. Under HRS § 428-106, the application sets forth the name and address of the applicant and the proposed name. The filing fee is $10.00, plus a $1.00 State Archives preservation fee. The reservation may also be filed online through Hawaii Business Express.
Choosing an LLC Registered Agent in Hawaii
Hawaii requires every LLC to continuously maintain a registered agent with a business address in the state. Under HRS § 428-107, the agent receives service of process, legal notices, and official correspondence on behalf of the company. The agent must fall into one of three categories:
- An individual who resides in Hawaii
- A domestic entity authorized to transact business in Hawaii
- A foreign entity authorized to transact business in Hawaii
The registered office is the registered agent’s business address in Hawaii. It must be a physical street address where the process can be delivered, not a P.O. Box. As stated in the Form LLC-1 instructions, “the limited liability company cannot be its own registered agent.” The agent’s name, entity type, and Hawaii street address must be stated in the articles of organization at the time of filing.
If an agent is named without consent, the improperly listed individual or entity may file a Statement of Resignation of Registered Agent (Form X-9) with the Division. An LLC that fails to maintain a registered agent risks administrative dissolution and may be unable to prosecute or defend lawsuits in Hawaii courts.
LLC Filing Requirements in Hawaii
One or more persons organize a Hawaii LLC by signing and delivering articles of organization to the Department of Commerce and Consumer Affairs, Business Registration Division. Under HRS § 428-203, the articles must contain the following:
- The name of the LLC (complying with HRS § 428-105)
- The mailing address of the company’s initial principal office and the registered agent information required by HRS § 425R-4(a)
- The name and address of each organizer
- Whether the company’s duration is at-will or for a specified term (and, if a specified term, the expiration date)
- Whether the company is manager-managed or member-managed, along with the names and addresses of the initial managers (if manager-managed) or the initial members (if member-managed), and the number of initial members
- Whether the members are to be personally liable for the LLC’s debts and obligations under HRS § 428-303(с)
The official formation document is Articles of Organization for Limited Liability Company (Form LLC-1), and the Division publishes detailed instructions for preparing the form.
The filing fee is $50.00, plus a mandatory $1.00 State Archives preservation fee, for a total of $51.00. Expedited review costs an additional $25.00.
- Online: File through the Hawaii Business Express portal, paying by credit card (Visa, MasterCard, Discover, American Express, Diners Club, or JCB).
- By Email: Send the completed form to breg@dcca.hawaii.gov with a credit card transaction form attached.
- By Mail: Send the original articles and a check payable to the Department of Commerce and Consumer Affairs to P.O. Box 40, Honolulu, HI 96810.
- In Person: Deliver filings to the Business Registration Division at 335 Merchant Street, Room 201, Honolulu, HI 96813. Paper filings may also be submitted by fax to (808) 586-2733.
The date of registration is the date the articles are filed in compliance with HRS Chapter 428. The LLC’s duration is at-will unless a specific term is outlined in the articles.
Note: Hawaii does not have a publication requirement. The LLC is legally formed upon the Department’s acceptance of the articles of organization.
Annual Report: Each Hawaii LLC must file an annual report with the Business Registration Division. The due date depends on the quarter in which the LLC was originally registered: LLCs registered between January 1 and March 31 file by March 31 each year; April 1 through June 30 file by June 30; July 1 through September 30 file by September 30; and October 1 through December 31 file by December 31. The LLC is not required to file an annual report for the calendar year in which it was formed. The annual report fee is $15.00, plus a $1.00 State Archives fee.
How Much Does it Cost to Create an LLC in Hawaii?
| Cost | Mandatory or Optional | Amount | When It Applies | Official Source |
| Articles of Organization (Form LLC-1) filing fee | Mandatory | $50.00 | At formation | DCCA BREG – LLC Fee Schedule |
| State Archives Preservation Fee | Mandatory | $1.00 | At formation (added to each filing) | DCCA BREG – State Archive Preservation Fee |
| Expedited Review | Optional | $25.00 | At formation, for priority processing | DCCA BREG – LLC Fee Schedule |
| Name Reservation (Form X-1) | Optional | $10.00 (+ $1.00 archives fee) | Before formation, to reserve a name for 120 days | DCCA BREG – LLC Fee Schedule |
| Certified Copy of Filing | Optional | $10.00 (+ $0.25/page) | At or after formation | DCCA BREG – LLC Fee Schedule |
| Certificate of Good Standing (Certificate of Compliance) | Optional | $5.00 | At or after formation | DCCA BREG – LLC Fee Schedule |
| Annual Report | Mandatory (annually) | $15.00 (+ $1.00 archives fee) | Quarterly deadline based on formation date, beginning the year after formation | DCCA BREG – LLC Fee Schedule |
| Federal EIN | Mandatory (if LLC has employees) / Optional but recommended | $0.00 | After formation | IRS EIN Online Application |
| General Excise Tax (GET) License | Mandatory for all businesses operating in Hawaii | $20.00 | Before conducting business | Hawaii Department of Taxation – GET Information |
LLC Operating Agreement in Hawaii
Hawaii law does not require an LLC to adopt an operating agreement, but the statute expressly authorizes and enforces one. Under HRS § 428-103, “all the members of a limited liability company may enter into an operating agreement to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company.” To the extent the operating agreement does not address a matter, HRS Chapter 428 fills the gap with default rules.
The operating agreement is not filed with the Business Registration Division; it is an internal governance document retained by the LLC and its members. It may be written or oral, though a written agreement is strongly advisable to prevent disputes and to provide clear evidence of the members’ intentions.
Where no operating agreement exists, the statutory defaults control: the LLC is member-managed, with each member holding equal rights in management; matters other than those requiring unanimous consent are decided by majority vote; profits and losses are allocated in proportion to contributions; and transferees of a distributional interest may not become members without the consent of all existing members. These defaults may not match the members’ actual intentions, particularly in multi-member LLCs with unequal contributions.
Key provisions to address in an operating agreement include management authority and decision-making procedures, allocation of profits and losses, restrictions on the transfer of membership interests, capital contribution obligations, procedures for admitting new members, conditions triggering member dissociation, and the process for dissolution and winding up. The operating agreement may not unreasonably restrict information rights, eliminate the duty of loyalty, unreasonably reduce the duty of care, or eliminate the obligation of good faith and fair dealing. Even a single-member LLC should maintain an operating agreement to document the separation between the member’s personal assets and those of the company, reinforcing the liability shield.
How to Get an EIN for an LLC in Hawaii
A federal Employer Identification Number (EIN) is a nine-digit tax identification number that the Internal Revenue Service assigns to identify the LLC for federal tax and reporting purposes. Any LLC that will have employees, that files certain federal excise tax returns, or that withholds taxes on income paid to a nonresident alien must obtain an EIN. A single-member LLC with no employees is not strictly required to have one unless it elects corporate tax classification, but most financial institutions require an EIN to open a business bank account.
The quickest path is the IRS online EIN application, which generates the number immediately upon completion. The applicant must hold a valid Taxpayer Identification Number (SSN or ITIN), and the LLC must be formed and located in the United States or a U.S. territory. The application must be completed in a single session — it cannot be saved for later.
An organizer may also submit IRS Form SS-4 by fax (approximately 4 business days for a response) or by mail (approximately 4 to 5 weeks). The application requires the name and Taxpayer Identification Number of the LLC’s responsible party—the individual who controls, manages, or directs the entity and its funds and assets. For a single-member LLC, this is the sole member. There is no fee for an EIN.
Note: The IRS online EIN application is available Monday through Friday, 7:00 a.m. to 10:00 p.m. Eastern Time. Because Hawaii Standard Time is five or six hours behind Eastern Time, depending on daylight saving, Hawaii applicants should plan accordingly.
Registering for State Taxes in Hawaii
Hawaii imposes a state income tax on individuals and does not exempt LLC members from it. Members receiving pass-through income from a Hawaii LLC must report their distributive share on their personal Hawaii income tax returns. An LLC that elects to be taxed as a corporation is subject to corporate income tax. Beyond income tax, the most significant obligation for a newly formed Hawaii LLC is the general excise tax (GET), which applies to virtually all business activity in the state.
The GET is not a sales tax collected from the customer (though a business may choose to visibly pass it on). It is a privilege tax imposed on the gross receipts of any person doing business in Hawaii. The base rate is 4% for most activities, with reduced rates of 0.5% for wholesaling and 0.15% for insurance commissions. Several counties impose a county surcharge of up to 0.5% in addition to the state rate. Every LLC that will conduct business in Hawaii must register for a GET license by filing Form BB-1 (Basic Business Application) through the Department of Taxation’s Hawaii Tax Online portal or by submitting a paper application. The one-time registration fee is $20.00.
| Tax Type | Agency | Registration Method | Fee |
| General Excise Tax (GET) | Hawaii Department of Taxation | Hawaii Tax Online or paper Form BB-1 | $20.00 (one-time) |
| Withholding Tax (employer) | Hawaii Department of Taxation | Hawaii Tax Online or paper Form BB-1 | $0.00 |
| Corporate Income Tax (if LLC elects corporate taxation) | Hawaii Department of Taxation | Hawaii Tax Online or paper Form BB-1 | $0.00 |
Registering as an Employer in Hawaii
An LLC that hires employees in Hawaii must register with state agencies for unemployment insurance, income tax withholding, and workers’ compensation coverage. Hawaii imposes a state income tax, so employer withholding registration is mandatory.
Unemployment Insurance: The Hawaii Department of Labor and Industrial Relations administers the state’s unemployment insurance program. Employers with employees working in Hawaii must pay unemployment taxes on wages and file quarterly reports. Registration is completed online through the Hawaii Unemployment Insurance employer portal. Tax rates for new employers start at 2.4% and apply to the first $59,100 of each employee’s wages (subject to annual adjustment).
Income Tax Withholding: Employers must withhold Hawaii income tax from employees’ wages and remit it to the Department of Taxation. The withholding account is established through Form BB-1 on Hawaii Tax Online. There is no separate fee to open a withholding account. Quarterly returns are filed using Form HW-14.
Workers’ Compensation Insurance: Hawaii requires every employer with one or more employees, full-time, part-time, or temporary, to carry workers’ compensation insurance. Coverage is obtained through private insurance carriers authorized in Hawaii or, for qualified employers, through self-insurance approved by the Director of Labor and Industrial Relations. The Disability Compensation Division of the Department of Labor oversees compliance.
New Hire Reporting: Hawaii employers must report all newly hired and rehired employees within 20 days of the hire date. Reports are submitted to the Hawaii Child Support Enforcement Agency, which operates the state directory of new hires under the Department of the Attorney General.
| Obligation | Agency | Registration Method |
| Unemployment Insurance | Department of Labor and Industrial Relations | UI Employer Portal |
| Income Tax Withholding | Department of Taxation | Hawaii Tax Online (Form BB-1) |
| Workers’ Compensation Insurance | Disability Compensation Division (DLIR) | Private carrier or approved self-insurance |
| New Hire Reporting | Child Support Enforcement Agency (Attorney General) | CSEA Employer Information |
The LLC must also comply with federal employer obligations, including filing IRS Form 941 (Employer’s Quarterly Federal Tax Return), paying FUTA (Federal Unemployment Tax Act) taxes, and completing Form I-9 (Employment Eligibility Verification) for each new hire.