Hawaii Foreign Registration/Do I need it?
When a foreign LLC is doing business in Hawaii
A foreign LLC that transacts business in Hawaii needs a certificate of authority, which costs $51 on Form FLLC-1, and one that does not transact business there does not. The Hawaii statute tests the point with a safe-side list of activities, and that list sits in Section 428-1003 of the Hawaii Revised Statutes.
Where the rules are written
The consequences of not registering sit in Sections 414-432 and 428-1008. The list of safe-side activities is in Section 428-1003 of the Revised Statutes.
If you are unsure what your company does in Hawaii counts, tell us what it does in the state before you order. We confirm which DCCA form applies and the $51 fee.
What the DCCA's own forms tell you
The cancellation form is the best clue to how the DCCA thinks about the line. On Form FLLC-2 a company that is leaving declares that it no longer transacts business in Hawaii and gives up its authority. So the form treats transacting business as the thing that requires authority and the end of it as the moment the authority can go. The corporation withdrawal form, Form FC-4, makes the same statement for a corporation.
Consequences you can plan around
Whatever the exact boundary, the price of being on the wrong side is the same. A foreign LLC working in Hawaii without authority cannot begin a lawsuit in a Hawaii court until it registers. It owes what registering would have cost it, penalties included, and the Attorney General may go after the amounts due. Its contracts remain valid. These points come from Sections 428-1008 and 414-432, and the penalty page says more.
Questions that point toward registering
- Do employees or contractors work for the company in Hawaii on a continuing basis?
- Does it keep an office, shop, warehouse or vehicle fleet on the islands?
- Does it sign Hawaii leases, or manage Hawaii property for owners?
- Does it perform services here for a string of customers, not one?
- Would it ever need to sue in a Hawaii court?
A yes to the first four is a strong signal. A yes to the last means registration should be in place before the dispute, because a company that is unregistered cannot start the action.
Situations, and how to think about them
Remote workers who live in Hawaii. A person working for a mainland company from a Hawaii home is a continuing presence, closer to a payroll question than to a one-time visit.
A short project. A construction or consulting job with a start and an end is closer to a single transaction than a permanent shop, but the statute's own wording governs.
Online sales shipped to Hawaii. Orders accepted outside the state and shipped in may fall on the safe side of such lists, but the details matter, and other laws, such as tax, may still reach the company.
Owning one rental property. Holding title is different from running a business, but a company that advertises, leases and services a vacation rental is operating.
A company with only a bank account in Hawaii. A bank account is the kind of activity such lists tend to exclude, and the statute's section governs.
Close cases
A close case turns on the statute's own wording and on the facts of the work. The DCCA's FAQ answers who must register by naming the entities and exceptions rather than the activities. Once you decide to register, we prepare the application from your answers.
If you may already be across the line
The remedy is to register without delay, on Form FLLC-1 at $51; the step-by-step guide has the route. That depends on your facts; a Hawaii business attorney can tell you whether your activity needs registration and what is owed for the stretch before it. We charge $199 to prepare the application.
What registering involves
For an LLC the application is Form FLLC-1 under HRS 428-1002, with 9 numbered items, a certificate of existence dated within 60 days and a total state cost of $51. The registered agent has to be physically present in the State at a Hawaii business address, and the company cannot be its own agent. Once the application is approved, the company holds permission to transact business in Hawaii and files an annual report from the year after registration. Leaving later is a separate filing on Form FLLC-2.
Costs that stay the same
The state cost does not depend on how much work the company does in Hawaii. A foreign profit corporation files Form FC-1 at $50 plus the archives fee, and the same agent rule applies to it.
Other entity types
A corporation faces the same question under Chapter 414 and files Form FC-1. The Division's information sheet for foreign profit corporations says each corporation must keep a registered agent with a Hawaii business address, which is the same rule that applies to an LLC.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Situation questions
Where is the safe-side list of activities?
In Section 428-1003 of the Hawaii Revised Statutes for LLCs.
Can a foreign LLC sue in Hawaii without registering?
Not while it is transacting business unregistered. The statute bars the action until the company registers.
Does registering change where my LLC is formed?
No. It stays an LLC of its home state and gains permission to transact business in Hawaii.
Does the DCCA decide for me?
The Division processes the application. Whether your activity needs one is a legal question.
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
- Hawaii Revised Statutes 414-432, consequences of transacting business without authority
- Hawaii Revised Statutes 428-1008, effect of failure to obtain certificate of authority
- Hawaii Form FLLC-2, Application for Certificate of Cancellation for a Foreign Limited Liability Company
- Hawaii Form FLLC-INFO, information for foreign limited liability companies
- Hawaii Form FC-4, Application for Withdrawal of a Foreign Corporation
Doing business in Hawaii?
Send us your entity and its home state. We write the application and watch the good-standing date.