Hawaii Registration for an Out-of-State Limited Partnership

Chapter 425E of the Revised Statutes, Hawaii's Uniform Limited Partnership Act, treats any partnership organized elsewhere as foreign, and article 9 lays out how such a partnership obtains authority to act here. The certificate comes from the Business Registration Division of the commerce department, known as DCCA. An LLLP uses the same application and ticks its own box.

The partnership's organization, its internal workings and its partners' exposure to creditors all stay under home law, and Hawaii may not refuse registration merely because that law reads differently (section 425E-901). The certificate also does not enlarge what the partnership may do. It cannot carry on anything a Hawaii limited partnership could not.

Hawaii leaves transacting business undefined. Section 425E-903(a) says these activities of a foreign limited partnership do not amount to it:

• Defending, maintaining or settling a lawsuit or other proceeding
• Partner meetings and similar internal matters
• Holding accounts at financial institutions
• Running a transfer-and-registration desk for its own interests, or using trustees and depositories for them
• Selling through independent contractors
• Taking orders, by mail, electronically or through agents, that bind only after acceptance outside Hawaii
• Borrowing or lending against mortgages and other security
• Pursuing unpaid debts, enforcing the security, and keeping up whatever property comes back that way
• A one-time transaction finished within thirty days, apart from any run of similar ones
• Interstate commerce

The rule about income-producing property

Subsection (b) then cuts the other way. Ownership in Hawaii of land, buildings or equipment that produce income, unless the list above excludes it, constitutes transacting business. A partnership whose only link is a rented condominium on Maui can therefore require a certificate, though it has no office or staff on the island. Nothing on the list covers simply holding an asset, so a plain investment property is not on the safe side of the line. Subsection (c) leaves service of process, taxation and regulation to other laws. Take any close case to a Hawaii lawyer.

The charge is $51: a $50 application fee plus a $1 State Archives amount. Fees are not refundable. An optional $25 for faster review appears on the fee page, but the portal FAQ reports that expedited handling is unavailable for now.

You file online through Hawaii Business Express, the portal that took over on July 6, 2026, or by email, mail, fax or counter service at 335 Merchant Street, Room 201. Checks are written to DCCA for the exact total, and email or fax filings must include card details.

What goes on the application

• The original home-state certificate, attached
• A mark showing whether the filer is a foreign limited partnership or a foreign LLLP
• Its name, typed exactly as the certificate shows it
• The jurisdiction where it was formed
• The mailing address of the principal office
• The street address where the roster of limited partners and their capital contributions is kept, plus a commitment to keep it there until the registration ends
• Each general partner's name and address
• The Hawaii registered agent's name and street address
• A general partner's signature, given under section 425E-208

Hawaii requires it. Line 1 of the form and section 425E-902(b) call for an original good standing certificate, or a similar record, authenticated by the home jurisdiction's custodian of limited partnership records. Its date must fall inside the 60 days that precede your filing. Anything in another language needs a sworn English translation.

The partnership's home office issues the document and sets the price, and the owner places the order. Count back 60 days from your intended filing date instead of ordering early.

A partnership whose name fails Hawaii's naming rules can get a certificate only after adopting an alternate name for use here, by filing a copy of a certificate of registration of a trade name (section 425E-905). Holding a name in advance costs $10.

Registered agent

Hawaii expects a foreign limited partnership to have a registered agent at all times. DCCA's information sheet allows a Hawaii resident or an entity, domestic or foreign, with authority to do business here, and the agent needs a Hawaii business address. The division's FAQ stresses physical presence in the state. No business hours appear in the statutes. A resignation takes hold on the thirty-first day after filing, or earlier if a successor is named. The division charges its own fee when the agent changes.

Each registered partnership files an annual statement by the last day of the quarter in which it registered, which means March 31, June 30, September 30 or December 31. One registered during the year its first statement would be due skips that year. The fee is $5, and a delinquent statement filed online adds a $10 late fee for every delinquent year. Section 425E-906 lets the director cancel a certificate when fees go unpaid, when two years pass with no annual statement, when no agent is maintained, when an agent change goes unfiled, or when a material misrepresentation is made.

Withdrawing

• A general partner signs the application for withdrawal, which costs $10.
• It states that the partnership has stopped transacting business and surrenders its authority. The agent's authority is revoked, and claims from the authorized period can be served on the director. The application also reports the dates of a four-week newspaper notice of intent to withdraw, or says no notice ran, and confirms Hawaii debts and taxes are paid or provided for.
• Tax registrations are separate from DCCA registration.

Section 425E-907 covers a partnership that is active here without one.

• Courts. No action or proceeding of its own may be maintained in Hawaii until a certificate exists.
• Contracts. Agreements and acts are not impaired, and defending an action stays open.
• Partners. No partner answers for the partnership's obligations solely because the certificate is missing.
• Service. The partnership consents to service of process on the director for claims arising from the business it conducted.

The section sets no fee, fine or penalty for operating unregistered.

Mainstay Filing's foreign qualification checkout does not take partnerships. Only LLCs and for-profit corporations can use it, so Form FLP-1 is yours or your counsel's to file. The Mainstay Filing product for a partnership is the agent: $149 yearly with no change at renewal. Its Hawaii address goes on your application and in the state's public file.

Whenever a lawsuit or similar paper is served on the agent, a scan lands in your account that business day without charge, and the first three official letters of the year are handled the same way. Where another agent is already on record, Mainstay Filing prepares the change for the state's fee alone. An entity may serve under Hawaii's agent rules, and Mainstay Filing's agent is a company. Mainstay Filing is not a law firm. The Hawaii registered agent page has more.