Hawaii Entity Types Guide
🌺 HAWAII
Hawaii Entity Types Guide
Complete guide to forming LLCs, corporations, nonprofits, and professional entities in Hawaii – with island-specific regulations and compliance requirements
LLC Formation Fee
$50
Corporation Formation
$50
Annual Report (LLC/Corp)
$15
Island Business Hub
Aloha State
→
Hawaii Entity Types – Overview
🌺 Aloha and Welcome to Hawaii Business Formation
Hawaii offers a comprehensive menu of business entity types for entrepreneurs, investors, and professionals. Whether you’re opening a local business, managing remote operations, or establishing a presence in the islands, Hawaii provides modern business statutes with competitive filing fees and streamlined online processing.
Hawaii Business Entity Menu
Hawaii Business Express (the state’s filing portal) recognizes the following business entity types:
Limited Liability Companies
- Domestic LLC
- Professional LLC (PLLC)
- Foreign LLC (registered)
- Low-Profit LLC (L3C) if authorized
Corporations
- For-Profit Corporation
- Professional Corporation (PC)
- Nonprofit Corporation
- Foreign Corporation
Partnerships
- General Partnership
- Limited Partnership (LP)
- Limited Liability Partnership (LLP)
- Limited Liability Limited Partnership (LLLP)
Sole Proprietorships
- Trade Name Registration
- No formal filing required
- Full personal liability
Key Hawaii Advantages
✅ Hawaii Business Benefits:
- Competitive fees: $50 LLC and corporation formation fees
- Low annual reports: Only $15/year for LLCs and corporations
- Online filing system: Hawaii Business Express offers 24/7 online filing
- Professional entity options: PC and PLLC structures for licensed professionals
- Modern statutes: Updated LLC and corporate laws aligned with national trends
- Strategic Pacific location: Gateway to Asia-Pacific markets
Hawaii vs Other Jurisdictions
| Factor | Hawaii | Delaware | California |
|---|---|---|---|
| LLC Formation Fee | $50 | $90 | $70 |
| LLC Annual Report | $15 | $300 | $20 + $800 franchise tax |
| Corp Annual Report | $15 | $50 | $25 + $800 franchise tax |
| Online Filing | ✅ 24/7 | ✅ Yes | ✅ Yes |
When to Choose Hawaii Formation
✅ Choose Hawaii When:
- Operating a business physically located in Hawaii
- Want low annual fees ($15 vs $300+ in Delaware)
- Real estate investments in Hawaii
- Asia-Pacific business operations or trade
- Professional practice in Hawaii (law, medicine, etc.)
- Tourism, hospitality, or island-based services
⚠️ Consider Delaware/Other States When:
- Raising venture capital (VCs prefer Delaware C-corps)
- Planning to go public (Delaware corporate law track record)
- No physical Hawaii presence (may qualify as foreign entity)
- Multi-state operations (consider operational headquarters state)
⚠️ Foreign Qualification Requirement:
If your business is formed in another state but conducts business in Hawaii, you must register as a foreign entity (foreign LLC or foreign corporation) with Hawaii. This typically costs $50 and requires annual reports ($15/year).
“Doing business” in Hawaii generally includes:
- Having a physical office or location in Hawaii
- Employing workers in Hawaii
- Regular, ongoing sales or services to Hawaii customers (beyond isolated transactions)
- Owning or leasing real property in Hawaii for business purposes
Quick Comparison: Hawaii Entity Types
This table provides a high-level comparison of Hawaii’s business structures. Scroll horizontally on mobile devices.
| Factor | Sole Proprietorship | General Partnership | LP | LLP | LLC | Corporation | Nonprofit | PC/PLLC |
|---|---|---|---|---|---|---|---|---|
| Liability Shield | ❌ None | ❌ Joint & several | ⚠️ GPs: none; LPs: limited | ✅ Yes (except own acts) | ✅ Yes | ✅ Yes | ✅ Yes | ✅ Yes (except own malpractice) |
| Tax Default | Schedule C | Pass-through (K-1) | Pass-through (K-1) | Pass-through (K-1) | Pass-through (or elect C-corp) | C-corp (or elect S-corp) | Tax-exempt (if 501(c) qualified) | C-corp, S-corp, or pass-through |
| Formation Fee | $0 | $0 (if unregistered) | $50 | $50 | $50 | $50 | $25 | $50 |
| Annual Report | ❌ No | ❌ No | ✅ $15 | ✅ $15 | ✅ $15 | ✅ $15 | ✅ $5 | ✅ $15 |
| Owner Restrictions | 1 person only | 2+ persons | 1+ GP, 1+ LP | 2+ partners | 1+ members | 1+ shareholders | N/A (members/directors) | Licensed professionals only |
| Best Use Cases | Solo freelancers, minimal risk | Small partnerships, low formality | Real estate, passive investors | Law/accounting firms | Most small/mid businesses | VC-backed startups, going public | Charities, foundations | Lawyers, doctors, CPAs, etc. |
Hawaii Limited Liability Companies (LLCs)
Formation: Articles of Organization
Hawaii LLCs are formed by filing Articles of Organization with the Hawaii Department of Commerce and Consumer Affairs (DCCA) Business Registration Division.
Required Content for Hawaii Articles of Organization
| Requirement | Details |
|---|---|
| LLC Name | Must include “Limited Liability Company,” “LLC,” or “L.L.C.” |
| Principal Office Address | Physical address (can be in or outside Hawaii) |
| Mailing Address | If different from principal office |
| Registered Agent | Name and physical Hawaii street address (no PO boxes) |
| Management Structure | Member-managed or manager-managed |
| Organizer | Name and address of person forming the LLC |
| Effective Date | Upon filing or specify future date (within 90 days) |
Filing Fees & Processing
| Filing Method | Fee | Processing Time |
|---|---|---|
| Online (Hawaii Business Express) | $50 | Immediate to 1 business day |
| $50 | 5-10 business days |
Operating Agreement
📋 Operating Agreement (Strongly Recommended):
While Hawaii does not require you to file an operating agreement, having a written operating agreement is strongly recommended. The operating agreement governs internal operations and member relationships.
Key provisions to address:
- Member capital contributions and ownership percentages
- Profit and loss allocation
- Management structure (member-managed vs manager-managed)
- Voting rights and quorum requirements
- Transfer restrictions and buy-sell provisions
- Dissolution and liquidation procedures
Annual Reports
| Requirement | Details |
|---|---|
| Required? | ✅ Yes |
| Fee | $15 |
| Due Date | Annually (varies by formation date) |
| Filing Method | Online via Hawaii Business Express |
Tax Treatment
| LLC Type | Default Federal Tax | Can Elect |
|---|---|---|
| Single-member LLC | Disregarded entity (Schedule C) | C-corp or S-corp |
| Multi-member LLC | Partnership (Form 1065, K-1s) | C-corp or S-corp |
Professional Limited Liability Companies (PLLCs)
Hawaii allows licensed professionals to form Professional LLCs (PLLCs) for the practice of their profession.
Who May Form a PLLC
- Licensed attorneys
- Physicians and surgeons
- Dentists
- Architects
- Engineers
- Accountants (CPAs)
- Other licensed professionals (check with licensing board)
PLLC Requirements
- Members: All members must be licensed in the same profession (or related professions if board allows)
- Managers: If manager-managed, managers must be licensed professionals
- Name: May need to include profession or “PLLC” / “Professional LLC” (check licensing board rules)
- Liability: No shield for own malpractice; PLLC protects from other members’ malpractice and general business debts
✅ When to Choose LLC/PLLC
- Want liability protection with pass-through tax
- Flexible management and profit allocation
- Operating a small/mid-sized business or real estate holdings
- Professional practice (if PLLC authorized for your profession)
- Not raising venture capital or planning IPO
❌ When to Avoid LLC/PLLC
- Raising venture capital (VCs prefer C-corps)
- Going public (must be corporation)
- Want to issue stock options/equity grants to employees
- Your profession requires PC (not PLLC) per licensing board
Hawaii Corporations
For-Profit Corporations
Formation: Articles of Incorporation
Corporations are formed by filing Articles of Incorporation with Hawaii DCCA Business Registration Division.
Required Content for Articles of Incorporation
- Corporate name (must include “Corporation,” “Incorporated,” “Company,” “Limited,” or abbreviation: Corp., Inc., Co., Ltd.)
- Number of authorized shares (and classes/series if more than one)
- Registered agent name and Hawaii street address
- Principal office address
- Incorporator(s) name and address
- Director information (if initial directors named)
Filing Fee
- Articles of Incorporation: $50
- Processing: Online filings typically processed within 1-2 business days
Annual Reports
| Requirement | Details |
|---|---|
| Required? | ✅ Yes |
| Fee | $15 |
| Due Date | Annually (varies by formation date) |
Corporate Governance
- Shareholders: Elect directors, approve major transactions
- Board of Directors: Manage business and affairs; delegate to officers
- Officers: CEO, CFO, Secretary, etc.; appointed by board
- Bylaws: Required (not filed; kept in corporate records)
- Meetings: Annual shareholder meetings required
Tax Treatment
| Tax Election | How It Works |
|---|---|
| C-Corporation (default) | Entity-level tax on corporate income; dividends taxed to shareholders (double taxation) |
| S-Corporation (election) | Pass-through tax; income flows to shareholders on K-1; must meet IRS eligibility (≤100 shareholders, all U.S. individuals/estates/trusts, one class of stock) |
Nonprofit Corporations
Formation
- Filing: Articles of Incorporation with Hawaii DCCA
- Fee: $25 (nonprofit reduced fee)
- Purpose: Must specify charitable, educational, religious, scientific, or other nonprofit purpose
Annual Reports
- Required: Yes
- Fee: $5 (nonprofit reduced fee)
Federal Tax-Exempt Status
⚠️ State Formation ≠ Federal Tax Exemption:
Forming a Hawaii nonprofit corporation does not automatically grant federal tax-exempt status. To obtain 501(c)(3) or other tax-exempt status:
- File IRS Form 1023 (501(c)(3) application) or Form 1024 (other exemptions)
- Meet IRS requirements for charitable/exempt purposes, governance, and operations
- Obtain IRS determination letter confirming exemption
✅ When to Choose Corporation
- Raising venture capital or planning IPO
- Want stock options/equity incentive plans
- Multiple classes of stock needed (preferred, common)
- S-corp election for self-employment tax savings
- Established corporate governance structure desired
✅ When to Choose Nonprofit
- Exclusively charitable, educational, or religious purpose
- Want 501(c)(3) tax-exempt status
- Seeking foundation grants
- No profit distribution to owners
- Tax-deductible donations for donors
Professional Entities
Professional Corporations (PCs)
Hawaii authorizes Professional Corporations for licensed professionals.
Who May Form a Professional Corporation
- Attorneys
- Physicians and surgeons
- Dentists
- Chiropractors
- Veterinarians
- Certified Public Accountants (CPAs)
- Architects
- Professional engineers
- Other licensed professionals (consult licensing board)
Formation & Ownership Restrictions
- Purpose: PC must be organized solely for practice of licensed profession
- Shareholders: Only licensed professionals in same field (or entities composed of them)
- Directors/Officers: Must be licensed professionals
- Name: Must comply with licensing board rules (typically “P.C.” or “Professional Corporation”)
- Filing fee: $50 (same as regular corporation)
Liability
🚨 No Malpractice Shield:
A professional corporation does not shield individual professionals from personal liability for their own malpractice or negligence. The PC limits liability for:
- Other professionals’ malpractice
- General business debts
Each professional remains personally liable for their own professional acts.
PC vs PLLC Comparison
| Factor | Professional Corporation (PC) | Professional LLC (PLLC) |
|---|---|---|
| Structure | Corporation | LLC |
| Tax default | C-corp (can elect S-corp) | Pass-through (can elect C-corp/S-corp) |
| Formality | High (board, bylaws, minutes) | Medium (operating agreement) |
| Annual fee | $15 | $15 |
| Liability shield | Yes (except own malpractice) | Yes (except own malpractice) |
| Best for | Traditional firms; S-corp tax planning | Modern firms; pass-through simplicity |
Partnerships
General Partnership
Formation
- No formal filing required: Partnership arises by agreement (oral or written)
- Optional trade name registration: If doing business under name other than partners’ names
Liability
🚨 Joint & Several Liability:
Each partner is jointly and severally liable for all partnership debts and obligations. One partner’s actions can bind the entire partnership and expose all partners to personal liability.
Limited Partnership (LP)
Structure
- General partners: Manage partnership; unlimited personal liability
- Limited partners: Contribute capital; limited liability (capped at investment); no management control
Formation
- Filing: Certificate of Limited Partnership with Hawaii DCCA
- Fee: $50
- Annual report: Required ($15/year)
Limited Liability Partnership (LLP)
Formation
- General partnership registers as LLP with Hawaii DCCA
- Fee: $50
- Name requirement: Must include “LLP,” “L.L.P.,” or “Limited Liability Partnership”
Liability Protection
LLP partners are NOT personally liable for partnership obligations arising from errors, omissions, negligence, or misconduct of another partner or employee. Each partner remains liable for their own acts.
Best Use Cases
- Law firms: Lawyers want protection from other partners’ malpractice
- Accounting firms: CPAs shielded from co-partner negligence
- Architecture/engineering firms: Professional liability isolation
Limited Liability Limited Partnership (LLLP)
Hawaii recognizes LLLPs – limited partnerships where even general partners have limited liability protection.
- Formation: File as LP with LLLP designation
- Benefit: All partners (GPs and LPs) have limited liability
- Fee: $50
Formation Process & Fee Summary
Hawaii Filing Fees Summary
| Service | Fee | Notes |
|---|---|---|
| LLC Articles of Organization | $50 | Online or mail |
| Corporation Articles of Incorporation | $50 | For-profit corporation |
| Nonprofit Articles of Incorporation | $25 | Reduced fee for nonprofits |
| Professional Corporation | $50 | Same as for-profit corp |
| Limited Partnership Certificate | $50 | LP or LLLP |
| LLP Registration | $50 | Convert GP to LLP |
| Foreign LLC/Corp Registration | $50 | Register to do business in Hawaii |
| Name Reservation | $10 | 120 days |
| Trade Name Registration | $50 | DBA / fictitious name |
| Certificate of Good Standing | $10 | Per certificate |
Annual Report Fees
| Entity Type | Annual Report Fee |
|---|---|
| LLC (domestic or foreign) | $15 |
| Corporation (for-profit, domestic or foreign) | $15 |
| Professional Corporation | $15 |
| Nonprofit Corporation | $5 |
| Limited Partnership | $15 |
| LLP | $15 |
Step-by-Step Formation: LLC Example
Hawaii LLC Formation Checklist
- Choose LLC name (must include LLC/L.L.C.)
- Check name availability on Hawaii Business Express
- Optional: Reserve name ($10 for 120 days)
- Appoint registered agent (Hawaii resident or entity with HI address)
- Draft operating agreement (strongly recommended; not filed)
- File Articles of Organization online ($50) or by mail ($50)
- Obtain EIN from IRS (free, apply online)
- Open business bank account
- Register for Hawaii taxes (GET, withholding if employees)
- Obtain business licenses/permits as required
Ongoing Compliance & CTA/BOI Status
Annual Compliance Requirements
| Entity Type | Annual Report Required? | Fee | Due Date |
|---|---|---|---|
| LLC (domestic) | ✅ Yes | $15 | Annually (varies by formation date) |
| Foreign LLC | ✅ Yes | $15 | Annually |
| Corporation (for-profit) | ✅ Yes | $15 | Annually |
| Nonprofit Corporation | ✅ Yes | $5 | Annually |
| Professional Corporation | ✅ Yes | $15 | Annually |
| Limited Partnership | ✅ Yes | $15 | Annually |
| LLP | ✅ Yes | $15 | Annually |
| General Partnership | ❌ No | N/A | N/A |
Other Ongoing Requirements
All Hawaii Entities Must:
- Maintain registered agent and registered office
- File annual reports (if required)
- Keep internal records (operating agreements, bylaws, etc.)
- Comply with Hawaii tax filings (GET, income tax, etc.)
- Maintain separate bank accounts
- Update filings if name, RA, or address changes
Corporations Specifically Must:
- Hold annual shareholder meetings
- Hold board meetings (quarterly or as needed)
- Maintain corporate records book
- Issue stock certificates
- Document resolutions for major decisions
Corporate Transparency Act (CTA) & Beneficial Ownership Information (BOI)
✅ Major Update (March 2025):
FinCEN issued an interim final rule that removed BOI reporting requirements for all U.S. companies and U.S. persons under the Corporate Transparency Act.
- Domestic Hawaii entities (LLCs, corporations, partnerships formed in Hawaii): NO BOI reporting required as of March 2025
- This eliminates federal beneficial ownership reporting burden for Hawaii businesses
Foreign Reporting Companies (Still Subject to BOI)
⚠️ Foreign entities registered in Hawaii:
Entities formed under foreign law (e.g., Canadian corporation, Cayman Islands LLC) that register to do business in Hawaii are still BOI reporting companies unless they qualify for a statutory exemption.
Deadlines for foreign reporting companies:
- Already registered before March 21, 2025: April 25, 2025
- Register on or after March 21, 2025: 30 days after registration
CTA/BOI Summary by Hawaii Entity Type
| Entity Type | BOI Reporting Required? |
|---|---|
| Hawaii LLC (domestic) | ❌ No (exempt as of March 2025) |
| Hawaii Corporation (domestic) | ❌ No (exempt as of March 2025) |
| Hawaii Partnership (domestic) | ❌ No (exempt as of March 2025) |
| Foreign entity registered in Hawaii | ✅ Yes (unless exempt) |
My Services – Hawaii Entity Formation
I handle Hawaii entity formations as an attorney-led service. You work directly with me—an experienced business attorney—through the entire process.
What’s included: State filing fees and a registered agent (state requirement) fee for one year. A company (LLC or Corporation) formed in one of the standard-fee states (DE, CA, WY, SC) at the base price. Formation in premium-fee states (TX, MA, NV, NY, IL, TN) is available with an additional fee to cover higher state costs.
Service Packages
Starter
$500
Best for: Single-owner businesses or simple partnerships using standard templates with basic information inserted.
| Delivery Time | 14 days |
| Number of Revisions | 0 |
Includes:
- EIN (Tax ID Number)
- Basic Bylaws/Operating Agreement
Standard
$750
Perfect for: Most businesses requiring customized founding documents with professional guidance on entity type, state selection, and taxation.
| Delivery Time | 5 days |
| Number of Revisions | 2 |
Includes:
- EIN (Tax ID Number)
- Customized Bylaws/Operating Agreement
- 30min Consultation
Advanced
$850
Ideal for: Complex business structures requiring sophisticated legal frameworks, multiple owners, investors, or specialized provisions.
| Delivery Time | 3 days |
| Number of Revisions | 5 |
Includes:
- EIN (Tax ID Number)
- Customized Bylaws/Operating Agreement
- 1hr Consultation
- Advanced Corporate Structuring & Custom Drafting
(Ownership transfers, investor terms, multiple share classes, etc.)
Hawaii-Specific Add-On Services
| Service | Fee |
|---|---|
| Foreign LLC/Corp registration (Certificate of Authority) | $800 |
| S-corp election (Form 2553 preparation and filing) | Included in Standard/Advanced |
| Professional corporation setup (with licensing board coordination) | $1,500+ |
| Registered agent service (annual) | $200/year |
| Annual report filing service | $150/year |
| Hawaii GET registration | $300 |
Why Work With Me?
- Attorney-led service: I personally handle your formation, not a paralegal or automated system
- Hawaii expertise: Deep knowledge of Hawaii business law, tax requirements, and local licensing
- Low annual fees advantage: Help you leverage Hawaii’s $15 annual reports
- Island business experience: Understanding of Hawaii-specific regulations and practices
- Fixed fees: No surprise bills; all packages are flat-fee with clear scope
- Long-term relationship: I’m here for amendments, compliance, and growth as you scale
Contact & Booking
Ready to form your Hawaii business entity? Let’s discuss your needs and determine the right structure.
📧 Email: owner@terms.law
📅 Schedule a call: Use the Calendly link below to book a 30-minute strategy session.
📅 Schedule a call: Use the Calendly link below to book a 30-minute strategy session.
Ready to Form Your Hawaii Business?
Let’s discuss your entity structure, tax strategy, and Hawaii compliance roadmap.
Email Me: owner@terms.law Schedule a Call