Hawaii Foreign Registration/If you skip it
What skipping Hawaii registration can cost a foreign LLC
Registering a foreign LLC costs $51, and skipping it has a price too: a company that transacts business in Hawaii without a certificate of authority cannot sue in a Hawaii court until it registers, and it owes the amounts registration would have brought with it, penalties included.
The consequences, point by point
No lawsuits. The company may not keep a case going in a Hawaii court until it has registered. A company that needs to collect a debt or enforce a contract here therefore has to register first. Back fees and penalties. It is liable for everything registration would have cost it, penalties included. Contracts hold. Doing business unregistered does not make the company's contracts void. Enforcement. The Attorney General is the official who pursues what is owed. The sections are 428-1008 for LLCs and 414-432 for corporations.
What back fees and penalties mean
The statute makes the company liable for everything registration would have cost it, penalties included, and the Attorney General can pursue the amounts due. Registering is the first step, and the Hawaii cost of that step is $51.
The annual report penalty is a separate matter
Once a company is registered, a different set of penalties applies to a missed annual report. The Division's information sheet says failure to file within the prescribed time is subject to a penalty not exceeding $100 for each thirty-day period that the delinquency continues. The same sheet says the director may revoke the certificate of authority if the company has not filed its annual report for 2 years (HRS 428-1006). Filing late online adds a $10 late fee for each year delinquent. The annual report page has the dates.
A worked example
Say a California LLC has run a Maui property business for two years without registering, and wants to evict a tenant in a Hawaii court. It cannot start the case while unregistered. To change that, it registers on Form FLLC-1, paying $51. What registration would have cost it, beyond the fee, is the open question.
Registered or not
| Situation | Unregistered | Registered |
|---|---|---|
| Suing in a Hawaii court | Barred until it registers | Allowed |
| Fees and penalties | Back fees and penalties owed | Normal fees only |
| Contracts | Still valid | Valid |
| Annual report | None yet, but the duty starts at registration | $12.50 online each year |
Why the lawsuit bar matters in practice
A contractor who is not paid, a landlord with a tenant in default, a seller with an unpaid invoice from a Hawaii customer: each of them wants a Hawaii court, and each finds the door shut until the company registers. Registering before a dispute starts costs $51 and spares that problem.
Corporations
A foreign corporation faces the same set of consequences under Section 414-432, and the Division's information sheet adds that a corporation that files no annual report for 2 years may be dissolved involuntarily. A corporation registers on Form FC-1.
What registration involves
Registering means Form FLLC-1, a certificate of existence dated within 60 days of filing, and a registered agent at a Hawaii business address. The state cost is $51, and a dishonored check adds $25.
How to put it right
Follow the step-by-step guide and register now. A dispute is the wrong moment to start, since the certificate has to exist before the case is filed. Write down when the Hawaii activity began. The Hawaii cost is $51 and our price for preparing the application is $199.
If the activity has stopped
A company that did a short stretch of Hawaii work and has stopped may wonder whether registering and cancelling is worth it. That is a legal judgment, and the DCCA's cancellation form is only available to a registered company. A Hawaii attorney can tell you whether the past activity left an exposure and how best to deal with it.
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.
Penalty questions
Is there a fixed fine for transacting business unregistered?
Back fees and penalties are owed under the statute.
Do my contracts still stand?
Yes. Doing business unregistered does not void them.
Who enforces the rule?
The Attorney General can bring proceedings to recover the amounts due.
Can I register after being sued?
Registering ends the bar on bringing actions, but how it affects a dispute already under way 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 Form FLLC-INFO, information for foreign limited liability companies
- 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 DCCA, annual business reports due (online fees and quarters)
- Hawaii Form FC-INFO, information for foreign profit corporations
- 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.