Hawaii Foreign Registration/Cancelling
Cancelling a foreign LLC in Hawaii on Form FLLC-2
A foreign LLC that has stopped transacting business in Hawaii gives up its certificate of authority on Form FLLC-2, the Application for Certificate of Cancellation for a Foreign Limited Liability Company. The fee is $25, and the Division will not take a personal or business check for it. The form has 7 items. Together with the original $51 registration, a company that registers and later cancels pays $76 in filing fees. We prepare and file it for $199.
Form FLLC-2 summary
- Filed by
- A foreign LLC that is no longer transacting business in Hawaii
- Statute
- HRS 428-1007
- Fee
- $25
- Payment
- personal or business checks are not accepted; cash, certified or cashier's check, bank or postal money order, or a credit card (VISA, MasterCard, Discover, Diners Club, JCB) are
- Signed by
- A manager or member, or a person the home law authorizes to sign records
- Corporations use
- Form FC-4 at $25 for a profit corporation
Items 1 to 7
| Item | What it says or asks | What to put |
|---|---|---|
| 1 | The name of the foreign LLC | As registered in Hawaii |
| 2 | The state, province or country of formation | The home jurisdiction |
| 3 | A printed statement: no more business in Hawaii, and the authority is given up | Nothing to enter |
| 4 | A printed statement revoking the agent's authority and accepting service through the Director | Nothing to enter |
| 5 | A mailing address for a copy of any process against the LLC | A complete address |
| 6 | Whether the notice of intent to cancel was published | Choose one box |
| 7 | That taxes, debts and liabilities in Hawaii are paid or provided for | Certified by signing |
Items 3 and 4: what you give up
These two items are printed on the form. In item 3, the company states that it is not transacting business in Hawaii and surrenders its authority. In item 4, the company revokes its agent's authority and agrees that service of process on a claim arising from its Hawaii business may be made on the Director of Commerce and Consumer Affairs. The second one matters most to a company that expects claims later: even after it leaves, a person with a claim from its Hawaii period can serve the Director, who then mails a copy of the process to the address in item 5.
Item 5: the mailing address
Item 5 asks for a complete mailing address to which a copy of any process against the company may be mailed. Use an address where mail will be opened for years, not a temporary office.
Item 6: the publication choice
Item 6 gives two boxes and says not to check both. The first states that publication was not made. The second is for a company that did publish: either a statement that no publication was made, or the four publication dates and the newspaper: a notice of intent to cancel published once in each of four successive weeks in a daily or weekly publication of statewide circulation. The instructions send you to Section 428-1007 for the detail. If you choose to publish, you list the four dates and the name of the newspaper on the form. If you are not sure which box applies, we check it when we prepare your filing.
Item 7 and the certification
By signing, the company states that all taxes, debts, obligations and liabilities of the company in Hawaii have been paid and discharged or adequately provided for. The signature block is a certification under Section 428-1302, so check what is true before you sign. The people who may sign are the same as for Form FLLC-1.
What it costs
The Division lists $25 for the application for certificate of cancellation. The State Archives page says the preservation fee applies to certain permanent documents, and we confirm whether it applies to this one when we prepare your filing. Payment can be cash, a certified or cashier's check, a bank or postal money order, or a credit card; the form says personal or business checks are not accepted.
What to do before you file
Settle the company's Hawaii business first. File its final annual report if one is due, pay what it owes the State, and confirm that no work continues. Item 7 says debts and liabilities are paid or provided for, and signing it when that is untrue creates a different problem from the one you meant to solve. Tax questions fall outside the Division's forms, so put them to your tax adviser.
Corporations
A foreign corporation leaves on Form FC-4, with six items and a certification under Sections 414-20 and 414D-12. The fee is $25 for a profit corporation and $10 for a nonprofit. It is signed by the chairperson of the board, an officer, or a court-appointed receiver or trustee (HRS 414-451 and 414D-282).
Cancelling a foreign LLC in Hawaii
Confirm the work in Hawaii has ended
The form says the LLC is not transacting business.
Settle Hawaii debts and reports
Item 7 certifies that they are paid or provided for.
Decide on publication
Choose one of the two boxes in item 6.
Give a process address
Item 5 is where copies of process will be mailed.
Sign and pay
$25 by cash, certified check, money order or card; no personal checks.
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.
Cancellation questions
Can I pay with a company check?
No. The form says personal or business checks are not accepted for this filing.
Do I have to publish a notice?
The form gives a choice. One box says no publication was made. The other records four weekly or daily notices in a publication of statewide circulation.
Can I be sued in Hawaii after cancelling?
Service of process on a claim arising from the Hawaii business may be made through the Director of Commerce and Consumer Affairs.
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-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
- Hawaii Form FLLC-1-INSTR, instructions for the foreign LLC application
Doing business in Hawaii?
Send us your entity and its home state. We write the application and watch the good-standing date.