Out-of-State LLC Registration in Hawaii

In Hawaii the Business Registration Division of the Department of Commerce and Consumer Affairs (DCCA) does the work a Secretary of State does in other states, at 335 Merchant Street in Honolulu. An LLC formed elsewhere files Form FLLC-1 to obtain its certificate of authority, under § 428-1002 of the Hawaii Revised Statutes. The division accepts registrations online, by email, by mail or by fax.

The division moved to a new computer system and online portal on July 6, 2026, and it says filings by email, mail and fax are still accepted although processing times may be delayed. The state published no standard processing time, and we do not promise one.

Hawaii's fee is $51: $50 for the application plus a $1 State Archives fee, and filing fees are not refundable. At checkout we charge $199 for the preparation and pass the $51 state fee through. That brings the day's total to $250.

On the form itself, the company name has to match the certificate of existence exactly. The form also takes the state or country of organization and a representation that a list of members and capital contributions is kept at the principal office. Next come the principal office mailing address, the registered agent's information, whether the term is a set period or at will, and whether the LLC is manager-managed (with managers' names and addresses) or member-managed (with members' names and addresses). One manager, member or authorized person signs.

Hawaii wants proof of good standing from home in the shape of a certificate of existence, or a comparable record, authenticated by whichever official holds your state's company records (§ 428-1002(b)). The age rule is strict: nothing dated earlier than 60 days before filing will do, and Form FLLC-1 (item 9) says an original has to be attached. If the document is in a foreign language, a translation attested to under oath by the translator travels with it.

The home-state filing office issues the certificate, at its own price, and you need it in hand for the application. Because 60 days passes quickly, order it close to the time you intend to file instead of collecting it early.

Hawaii does not define transacting business. It gives a list of ten activities under § 428-1003(a) that are not transacting business:

• maintaining, defending or settling an action or proceeding;
• member and manager meetings and other internal affairs;
• maintaining bank accounts;
• running transfer offices or acting as trustee for the company's own securities;
• using independent contractors to make sales;
• taking orders by mail or through agents when acceptance must happen outside Hawaii;
• incurring debt or taking mortgages and security interests;
• collecting what is owed, enforcing the security behind it, and holding the property taken back;
• one deal completed in 30 days that is outside any run of like deals; and
• interstate commerce.

Subsection (b) adds a rule that surprises owners of investment property: Hawaii real estate or equipment that produces income counts as transacting business, unless the list already excludes it. A company that only rents out a condo on Maui may have to register despite having no office or staff. Subsection (c) keeps the list from deciding service of process or tax questions.

The Hawaii statute asks for the phrase limited liability company or a short form (L.L.C. or LLC, with "Ltd." and "Co." permitted), in English letters. It cannot be the same as, or substantially identical to, a registered name, a reserved name, another foreign LLC's fictitious name, or a registered trade name, trademark or service mark (§§ 428-105, 428-1005). When the real name is unavailable, § 428-1005(a) says the LLC shall use a fictitious name to transact business in Hawaii. A name reservation costs $10.

Under § 428-107, a foreign LLC authorized in Hawaii must continuously keep a registered agent with a business address in the state. That can be a person residing in Hawaii, a Hawaii entity with authority, or an out-of-state entity that holds Hawaii authority itself. The form asks for the street address of the place of business where service can be delivered. The state's FAQ adds that the agent must be physically present in Hawaii and has the duty to receive service of process, notices and demands and to tell the business about them.

Failing to appoint and keep an agent, or to file an agent name or address change, is one of the grounds on which Hawaii can revoke a certificate of authority.

Under § 428-1008, a foreign LLC transacting business here cannot bring a lawsuit or other proceeding in a Hawaii court until it holds a certificate of authority. Nothing it signed becomes void, and it can still defend itself in an action. Members and managers do not lose their liability limits solely because the company worked in Hawaii unregistered, and service of process may be made on the company at any address it uses.

The money consequence is open-ended rather than fixed. The company is liable to the State for all fees and penalties it would have owed had it obtained the certificate and filed every record and report required, and the attorney general can bring proceedings to collect. Hawaii's chapter sets no per-year or per-month penalty amount, so the exposure depends on the reports that went unfiled.

Each foreign LLC with authority files an annual report, and the due date depends on when it registered: March 31 for registrations from January 1 to March 31, June 30 for April through June, September 30 for July through September, and December 31 for October through December. An LLC that registers in the same year the report would be due is excused from that year's report. The fee is $12.50 online and $15 on paper, with a $10 late fee per delinquent year.

The state can revoke a certificate of authority for unpaid fees, for failing to file the annual report for two years, or for lacking an agent. It must give notice at least 60 days before the revocation takes effect, mailed to the last known address.

To leave Hawaii, file Form FLLC-2, the Application for Certificate of Cancellation, for $25. It states the LLC is not transacting business in Hawaii, surrenders its authority, revokes its agent's authority and says taxes and debts have been paid or provided for. Registering with the Department of Taxation for general excise tax, a one-time $20 license, may also apply depending on your business.

Send us your company's details along with the original certificate of existence, and we prepare Form FLLC-1 and file it with the DCCA. The Hawaii registered agent costs nothing for the first year, then $149 a year. Should a summons or similar notice be served, the papers are scanned and uploaded for you by the end of that same business day, and nothing extra is charged for it.

Your payment buys the registration and agent service through year one. Annual reports and tax filings stay outside it. Mainstay prepares and files paperwork and is not a law firm.

For a corporation, our checkout uses the same figures: the state fee and the total of $250 match the LLC's.