Hawaii Statement of Foreign Qualification for an LLP

Under Hawaii's Uniform Partnership Act, an LLP organized elsewhere is foreign, and it earns recognition here by sending a statement of foreign qualification to the Business Registration Division of DCCA, Hawaii's commerce department. The division's page also requires a registration statement for the partnership, Form GP-1, to be filed before or at the same moment.

Status takes effect when the statement is filed (section 425-160). How the partners relate to one another, and how far each answers for partnership obligations, remain home-law questions, and the statement does not authorize business that a Hawaii LLP could not carry on (section 425-157).

Hawaii does not define the phrase. Section 425-162(a) lists ten activities of a foreign LLP that do not count:

• Maintaining, defending or settling a proceeding
• Partner meetings and other internal affairs
• Maintaining bank accounts
• Keeping an office that transfers and registers the partnership's own interests, along with any trustees or depositaries for them
• Selling through independent contractors
• Soliciting orders that cannot become contracts until someone outside Hawaii accepts them
• Borrowing money, whether or not a mortgage or other collateral is involved
• Collecting debts or foreclosing on the collateral behind them, and holding and maintaining property acquired that way
• An isolated deal closed inside thirty days, with no pattern of similar deals around it
• Interstate commerce

Income-producing property

Subsection (b) adds the opposite rule. Hawaii land, buildings or equipment that earn income, other than property excluded by the list, constitute the transaction of business. An LLP that owns a vacation rental here may need a statement even if nobody on the partnership's staff works in Hawaii. The list has no entry for simple ownership of property, so do not assume a rental is exempt. Subsection (c) adds that the section answers none of the questions about service, tax or regulation that other statutes raise. If your situation is close, a Hawaii attorney can advise.

The registration statement (GP-1) costs $15, and the statement of foreign qualification (FLLP-1) costs $50. Together that is $65, before the $1 State Archives fee the division adds to its filings. Fees are not refundable. An optional $25 for expedited review is listed against each filing, though the portal FAQ says expedited handling is not available at this time.

Filing goes through Hawaii Business Express, which the division began using in July 2026, or can be sent by email, post or fax, or handed in at 335 Merchant Street, Room 201. Pay by check made out to DCCA for the exact total, or include card details with an email or fax submission.

What each filing contains

• Registration statement (GP-1): the partnership's name, formation date, whether it is foreign, the date it commenced business in Hawaii, its mailing address, its Hawaii registered agent, and its partners.
• Statement of foreign qualification (FLLP-1): the name of the general partnership electing LLP status, the attached certificate, the exact name as on the certificate, the state or country where it qualified as an LLP, the principal office's mailing address, and the Hawaii agent with that agent's street location.
• Signature: at least one partner signs. A corporate partner signs through an officer, and a partner that is an LLC signs through a manager or a member.

Hawaii requires one. Line 2 of the qualification form says a good standing certificate from the jurisdiction of formation is attached, and the instructions add that the official who holds the LLP's records at home must authenticate it. Count back 60 days from your filing date for the earliest acceptable date on it. Anything not in English needs a sworn translation. The BREG page repeats the rule. The qualification statute, section 425-158, does not list the certificate, so the requirement comes from the form and the division's instructions.

The issuing office sets the price, and the owner orders it. Because 60 days goes quickly, wait until you are ready to file.

A foreign partnership's registration statement is due within thirty days after it commences business in Hawaii. The division's pages warn that missing the deadline makes each partner severally liable to the State for $25 for each month the default continues.

Registered agent

The statement has to name a registered agent whose business address is in Hawaii. According to the form, that means someone living in Hawaii, or a Hawaiian or out-of-state entity holding authority to do business here. The division's FAQ stresses that the agent be physically in the state. The agent takes in process, notices and demands for the partnership and passes each one along. No business hours are set in the statutes or on the forms. Chapter 425R requires an actual street address, so a mailbox alone is not enough. Changing the agent takes a statement of change at $25. Failing to maintain an agent is a ground for revocation.

Section 425-163 requires every foreign LLP authorized in Hawaii to file an annual report. The partnership's quarter of registration sets the date: March 31, June 30, September 30 or December 31. An LLP registered in the year its first report would be due skips that year. The report lists the partnership's name and principal office, each partner's name and address, and that no partner is a minor or incompetent. The fee is $15.

Revocation and reinstatement

Under section 425-164 the director may revoke the statement if fees go unpaid, if no annual report is filed for two years, if no agent is maintained, if an agent change goes unfiled, or if a material misrepresentation was made. The partnership gets at least sixty days' written notice, and the revocation does not take effect if the report is filed and the fee paid before the stated date. A revoked LLP can apply for reinstatement within two years, with all unfiled reports, delinquent fees and a tax clearance or payment arrangement from the Department of Taxation.

Amendments and cancellation

• An amendment to the statement is filed on Form LLP-2 for $25.
• A foreign LLP may voluntarily cancel its limited liability status through an amendment to its statement (section 425-159).

Section 425-161 covers an LLP that does business here without a statement of foreign qualification in effect.

• Courts. No action or proceeding of the LLP's own can be kept going in Hawaii until the statement is in effect.
• Contracts. Contracts and acts survive the lapse, and defending a suit remains possible.
• Partners. Doing business without the statement does not, on that ground alone, waive a partner's limit on personal liability.
• Service. The director acts as the LLP's agent for claims arising from business transacted in Hawaii.

The section states no fee or fine for operating unqualified.

Mainstay Filing's foreign qualification checkout stops at LLCs and for-profit corporations, so it does not file LLP statements. Preparing GP-1 and FLLP-1 stays with the partners or their counsel. What Mainstay Filing offers a partnership of this type is the registered agent: $149 for each year, no increase when it renews. The agent's Hawaii address is the one listed on your statement and in the state's public file.

Anything in the nature of a lawsuit that is delivered to the agent is scanned and posted to your account within that business day at no fee. The first three government letters in any year get the same treatment. If a different agent is currently of record, Mainstay Filing submits the replacement, and you owe only the state's fee. The agent is a company, which Hawaii permits. Mainstay Filing is not a law firm. Read more on the Hawaii registered agent page.