How a foreign LLC gets registered in Hawaii, and how it leaves

The Business Registration Division of the DCCA registers every business entity in Hawaii, including foreign ones. For a limited liability company the governing law is Chapter 428 of the Hawaii Revised Statutes, the version of the uniform LLC act that Hawaii adopted, and the application form cites HRS 428-1002. The Division publishes a form, a set of instructions and an information sheet for foreign LLCs.

Item 1 takes the company's name in precisely the form the home state's certificate shows it, spacing and punctuation included. Copy it from the certificate and not from your letterhead. If your company's name is not available in Hawaii because it is too close to a name already registered here, the DCCA's information sheet says the company can deliver a copy of a certificate of registration of a different name as a trade name, and then operates under that name. The same sheet covers a later change of name: if the changed name is substantially identical to an entity or trade name registered in Hawaii, the company may not transact business until it changes to an available name or delivers a copy of a certificate of registration of a different name as a trade name (HRS 428-1005.5).

Hawaii requires the company to keep, without a gap, an agent who can be found at a business address in the state. The form lets you name an entity or an individual, with the street address of the agent's Hawaii place of business. The instructions add that the company cannot be its own registered agent (HRS 428-107 and 425R-4). The agent receives legal papers, so a name and address that nobody checks is a risk. The registered agent page covers what to ask a provider.

Item 4 wants the company's principal office, by mailing address and by street address if the two differ. Item 3 is already printed on the form and needs no entry. It says the company keeps its member list, with each member's capital contribution, at the principal office until the registration ends. Confirm that someone actually keeps it. The DCCA's filing tips add a small rule that trips people up: where no street address exists, enter "No Street Address Available".

You can file through the portal, send the application by email, mail or fax, or deliver it in person. Paper goes to the Division's Honolulu P.O. box, or by hand to 335 Merchant Street, Room 201, Honolulu, HI 96813. The Division takes Visa, MasterCard, Discover, American Express, Diners Club or JCB, and a check is made out to the DCCA. Fees are not refundable, so get the application right before it goes in. Email and fax filings must carry the card details with them.

An LLC registered in a given year does not file an annual report for that year. After that, the report falls due when the registration quarter ends, which gives four possible dates (the annual report page lists them). Online it costs $12.50; on paper $15. The report shows the company's affairs as of the first day of the quarter. A report that is late costs $10 for each year of delay, and two years without one can lead to revocation. The annual report page covers all of this.

When the company stops transacting business in Hawaii, it applies to cancel its certificate of authority on Form FLLC-2 for $25. The form has the company say it is not transacting business, revoke its agent's authority and accept service of process through the Director of Commerce and Consumer Affairs. It also wants an address where process can be mailed, and says whether a notice of intent to cancel was published. Read the cancellation page before you start.

• A good-standing certificate dated more than 60 days before the filing.
• A name typed from memory, with different spacing or punctuation from the certificate.
• An agent whose address is a mailbox rather than a place of business in Hawaii.
• Naming the company itself as its agent.
• A downloaded form that was edited or photocopied, which damages its bar codes.
• One check covering several filings, so a single problem holds up all of them.

The Hawaii Business Express portal sends email reminders for the annual report, free after an initial filing or a report made online and $2.50 a year otherwise. The Division also says annual business reports are never collected or filed through an outside company, so a request for money from one is not the Division's.

Everything above can be checked on the DCCA's own site. The Business Registration Division keeps one page for foreign LLCs, a separate fee page for them, a page of frequently asked questions, and a set of forms and information sheets in PDF: the application, its instructions, the cancellation form and the sheet that covers agents, name changes, annual reports and cancellation. A filing tips page lists the habits that slow a filing down. If a figure on this site ever differs from those pages, believe the pages and tell us.

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.