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
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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)
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
Mail
$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.