Hawaii Foreign Registration/LLC form
Hawaii Form FLLC-1, item by item
Form FLLC-1 is the Application for Certificate of Authority for Foreign Limited Liability Company. It costs $50 plus a $1 State Archives fee, it has 9 numbered items, and the certificate of existence that goes with it must be recent. What we charge to prepare and file it is $199. The notes below take the form one item at a time, so you can see what we need from you.
Form FLLC-1 summary
- Filed by
- An LLC formed under the laws of another state, province or country
- Statute
- HRS 428-1002
- Fee
- $50 plus $1 archives fee, $51 in all
- Optional extra
- One certified copy, $10
- Attach
- A certificate of existence dated within the last sixty days
- Sent to
- Department of Commerce and Consumer Affairs, Business Registration Division, P.O. Box 40, Honolulu, HI 96810
- Signed by
- at least one manager of a manager-managed company, at least one member of a member-managed company, or, for a foreign LLC, a person authorized or required to sign a record under the laws of its home jurisdiction
Items 1 to 9
| Item | What it asks | What to put |
|---|---|---|
| 1 | The exact name of the foreign LLC | Copied from the home-state certificate |
| 2 | The state, province or country under whose law it is organized | The home jurisdiction |
| 3 | A printed statement about the member list | Nothing to enter; it is prefilled |
| 4 | Where the initial principal office gets its mail, plus a street address if that differs | Complete addresses |
| 5 | The registered agent: an entity or an individual, and the agent's Hawaii street address | A Hawaii business address |
| 6 | The duration: at-will or a term with an expiry date | From the operating agreement |
| 7 | Manager-managed or member-managed, and the initial managers or members | Names and addresses |
| 8 | Whether members are liable for the company's debts | The box for no liability, unless the members agreed otherwise |
| 9 | That a certificate of existence is attached | Dated within sixty days |
After item 9 comes the certification, with the date and signature. The signer certifies the statements under the penalties of Section 428-1302.
Item 1: the name
The instructions tell you to state the exact name of the LLC, and they say the name must be exactly as stated on the certificate of existence or equivalent record, including spacing and punctuation. They also point to Sections 428-105 and 428-1005 for the rules on names. If the name cannot be used in Hawaii, see the guide for the trade-name route, and note that a name change later has its own filing.
Items 2 and 4: where and at what address
Item 2 names the home state, province or country. Item 4 gives the company's initial principal office as the mailing address of the initial principal office, and the principal address as well when it differs. These are facts from your own records, and they should agree with the certificate you attach.
Item 3: the member list
Item 3 is printed on the form and says that a list of the names and addresses of all members and their capital contributions is kept at the principal office until the registration is cancelled. You do not complete it, but you adopt it by signing. Make sure whoever keeps the company's records knows that the list of names, addresses and capital contributions must exist at the principal office.
Item 5: the registered agent
Item 5 asks for an entity (its name and its place of formation) or an individual (first and last name), plus the street address of the agent's place of business in Hawaii. In plain terms the company names someone it can be served through at a Hawaii business address: a resident individual, or an entity authorized to operate in the state. A company cannot appoint itself. The Division's FAQ adds that the agent must be physically present in the State.
Items 6 and 7: duration and management
Item 6 is a check box: at-will, or a specified term with an expiry date. Item 7 asks you to choose manager-managed (initial managers listed, and the number of initial members) or member-managed (initial members listed). Where the company is manager-managed, you may also list the initial members, though the instructions call that optional. The form has room for 6 managers or members on its own pages, and the instructions allow attachments in black ink on 8.5 by 11 paper.
Item 8: liability of members
Item 8 asks you to check one box about member liability: whether members are not liable, are liable for all debts, or are liable for specified debts and have consented in writing. The form prints the general rule above the boxes, that a member or manager is not personally liable solely by reason of being a member or manager. The unusual choices exist for companies that have agreed to something different, and they need the members' written consent.
Item 9: the certificate
Item 9 states that the application is accompanied by a certificate of existence or record of similar import, authenticated by the official who has custody of company records in the home jurisdiction. Its date must fall within 60 days before the filing, and a certificate in another language needs a sworn English translation. A web printout without authentication does not meet the form's wording.
Signing
The summary above lists who may sign. The signature block asks for the name of the entity or individual, and the office title or capacity. Sign in black ink. A signature that is not plainly legible needs the name typed beneath it, according to the Division's paper-filing rules.
Paying and sending
The fee is $50, plus $1 for the State Archives, and it is not refundable. Make checks out to the DCCA for the exact amount; a dishonored check costs $25. Mail the form and payment together to Department of Commerce and Consumer Affairs, Business Registration Division, P.O. Box 40, Honolulu, HI 96810, or deliver them to 335 Merchant Street, Room 201, Honolulu, HI 96813. Online, the form is filed through Hawaii Business Express. We file for you and the Hawaii cost appears as a separate line.
Common reasons a filing stalls
These points on the form and in the Division's filing tips need care:
- The certificate is older than sixty days.
- The name does not match the certificate character for character.
- A required item, such as the agent's street address, is blank or is a mailing address.
- The signer's name and title are missing, or the signature is illegible.
- The form was modified or photocopied so the bar codes no longer scan.
- The payment does not match the fees due.
Filing Form FLLC-1 through us
Send us the company details
Name, home state, addresses, managers or members, and your Hawaii agent.
We get the certificate
Issued by the home state and no more than 60 days old.
We complete items 1 to 9
You review the application before it goes anywhere.
An authorized person signs
A manager, a member, or whoever the home state authorizes.
We file and pay
The Hawaii cost is $51.
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.
Form FLLC-1 questions
How much does Form FLLC-1 cost?
$50 for the application and $1 for the State Archives, $51 in total.
Does it matter that the certificate is sixty days old?
Yes. The cutoff is 60 days from the certificate's date to your filing.
Can I file it by email?
Yes, with card details attached.
Can I use a copy of the form?
The Division asks you not to modify or photocopy its forms, because they carry bar codes. Use a fresh printout or the online version.
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 Form FLLC-1-INSTR, instructions for the foreign LLC application
- Hawaii DCCA, business registration forms, fees and information
- Hawaii Form FLLC-INFO, information for foreign limited liability companies
Doing business in Hawaii?
Send us your entity and its home state. We write the application and watch the good-standing date.