Hawaii Foreign Registration/Delaware companies
Registering in Hawaii as a Delaware LLC
A Delaware LLC that starts working in Hawaii registers there on Form FLLC-1 for $51, supported by a Delaware good standing certificate at $50. Delaware's own $400 tax, due June 1, carries on as before. The state charges for the first twelve months therefore come to $501, and each year after that to $412.50, once Hawaii's annual report is added.
Delaware set against Hawaii
| Topic | Delaware | Hawaii |
|---|---|---|
| Starting point | The LLC already exists | Form FLLC-1, $51 |
| Evidence of good standing | Certificate, $50 for the short form | Must be within 60 days of filing |
| Recurring charge | $400 tax, due June 1 | $12.50 online report |
| Penalty for lateness | $200 added to the tax | $10 for each year missed |
| Registered agent | One located in Delaware | One located in Hawaii |
Getting the certificate out of Delaware
Hawaii asks for the home state's authenticated certificate of existence. For a Delaware LLC that means a good standing certificate issued by Delaware's Division of Corporations, and the short form is $50. Delaware will not issue one for an LLC whose annual tax is unpaid, so clear the tax first. Order the certificate last, because Hawaii counts 60 days from its date and the clock should not run while you wait on the agent or the signature.
Two clocks, two kinds of payment
Delaware's tax falls due on June 1, and paying late adds $200. Hawaii's report is due at the end of the quarter in which the company registered, and it shows who runs the company rather than collecting a tax. A company that registers in Hawaii between April and June will file its Hawaii report by June 30, only four weeks after Delaware's date. A company that registers in the last quarter files by December 31 instead. Whichever applies, one calendar entry for both keeps either from being forgotten.
A tax in one state, a report in the other
The two yearly obligations are different in kind. Delaware's $400 is a tax that an LLC pays to keep its standing at home, and an LLC that falls behind cannot get a good standing certificate until it pays. Hawaii's $12.50 is the fee for an informational report. One payment does not cover the other, and a lapse in either can block the next filing that needs a certificate or a registration.
What the Hawaii form borrows from Delaware
Item 1 takes the name exactly as Delaware has it and item 2 states Delaware. Item 4 is the principal office, so use the place where the company actually works. Item 5 is the Hawaii agent, a separate appointment from the Delaware registered agent, who does not serve in Hawaii unless it has a business address there and agrees. Items 6 and 7 come from the operating agreement, and item 8 is the liability choice.
Parents, subsidiaries and holding companies
The duty to register falls on the entity that transacts business in Hawaii, not on a parent that only owns it. If a Delaware holding company owns a Hawaii operating company, the question is where the operating company was formed. A Delaware LLC that runs the Hawaii work itself registers there. A company formed in Hawaii does not. For any structure with more than one layer, ask a Hawaii attorney before filing.
If the Delaware name changes
A Delaware LLC that amends its certificate of formation to take a new name should plan the Hawaii step at the same time. The Hawaii filing is a certificate of the change, authenticated by Delaware and delivered within 60 days of the date the amendment takes effect, with a $25 fee. Until it is filed, the Hawaii record still carries the old name.
Other changes and leaving
A new Hawaii agent needs a statement of change at $25. A company that later stops working in Hawaii cancels on Form FLLC-2 for $25. None of these touches the Delaware tax.
Twelve months of charges, added up
In the registration year a Delaware company pays $50 for the certificate, $51 to Hawaii and $400 to Delaware, which totals $501. Hawaii wants no annual report that year. From the next year the Delaware tax and the Hawaii report are what remain, $412.50 together, and that figure leaves out our price, any paid agent and whatever the home state adds.
Registering a Delaware LLC in Hawaii
Pay the Delaware tax
Delaware will not certify an LLC whose yearly tax is unpaid.
Order the certificate
Short form at $50, requested close to the filing date.
Choose the Hawaii agent
Someone who can be served at a Hawaii address.
Complete Form FLLC-1
Delaware name, an agent, management and liability.
File and pay
$51 to Hawaii.
Mark both calendars
Delaware June 1 and Hawaii's quarter date.
Delaware questions
Will Hawaii take a Delaware certificate printed from the web?
The form wants a certificate authenticated by the official who keeps the records. We check this when we prepare your filing.
Does registering in Hawaii change my Delaware tax?
No. Delaware keeps its own amount and date: $400 by June 1.
Do I pay a Hawaii report in the registration year?
No. Reports start the following year.
Our price, then the Hawaii cost
Start your Hawaii filing
- Form FLLC-1, the Application for Certificate of Authority for Foreign Limited Liability Company, completed from your answers
- The original certificate of existence from the jurisdiction of formation, requested and checked for its date
- A Hawaii registered agent: ours, or the one already working for you
- Filing with the DCCA and the approved record returned to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
+ $51 Hawaii cost for an LLC
Start my Hawaii filingOur price and the Hawaii cost are two separate lines at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Where this comes from
- Hawaii DCCA, foreign LLC fees
- Hawaii DCCA, foreign LLC registration
- Hawaii DCCA, State Archives preservation fee
- Hawaii DCCA, foreign corporation registration
- Hawaii Form FLLC-1, Application for Certificate of Authority for Foreign Limited Liability Company
- Hawaii Form FC-1, Application for Certificate of Authority for Foreign Corporation
- Hawaii DCCA, foreign profit corporation fees
- Hawaii DCCA, foreign limited partnership fees
- Hawaii DCCA, foreign nonprofit corporation fees
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Hawaii DCCA, annual business reports due (online fees and quarters)
- Hawaii Form FLLC-INFO, information for foreign limited liability companies
- Hawaii Form FLLC-1-INSTR, instructions for the foreign LLC application
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- Hawaii DCCA Business Registration Division, frequently asked questions
- Hawaii Form FLLC-2, Application for Certificate of Cancellation for a Foreign Limited Liability Company
Doing business in Hawaii?
Send us your entity and its home state. We write the application and watch the good-standing date.