Understanding Hawaii LLC Laws
The rules for starting and running a Hawaii limited liability company (LLC) are laid out by Hawaii's LLC laws.
In this guide, we offer simple explanations to Hawaii LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements
- Annual Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Hawaii LLC laws set out the requirements for forming an LLC. The State of Hawaii has created the Hawaii Business Express online portal and PDF Articles of Organization form to simplify the process.
Hawaii LLC Formation Statute
The following LLC formation statutes are from the Hawaii Uniform Limited Liability Company Act:
Section 428-203 Articles of organization.
(a) Articles of organization of a limited liability company shall set forth:
(1) The name of the company;
(2) The mailing address of the company's initial principal office and the information required by section 425R-4(a);
(3) The name and address of each organizer;
(4) Whether the duration of the company is for a specified term and, if so, the period specified;
(5) Whether the company is to be manager-managed, and:
(A) If so, the name and address of each initial manager, and the number of initial members; or
(B) If not, the name and address of each initial member; and
(6) Whether the members of the company are to be liable for its debts and obligations under section 428-303(c).
(b) Articles of organization of a limited liability company may set forth:
(1) Provisions permitted to be set forth in an operating agreement; or
(2) Other matters not inconsistent with law.
(c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of section 428-103(b). As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:
(1) The operating agreement controls as to managers, members, and members' transferees; and
(2) The articles of organization control as to persons other than managers, members, and their transferees who rely on the articles to their detriment.
(d) The duration of a limited liability company is at-will unless a term for its duration is specified in its articles of organization. [L 1996, c 92, pt of §1; am L 2000, c 219, §70; am L 2002, c 130, §104; am L 2009, c 55, §55]
Start forming your LLC by reading our formation services review.
What This Means: Key Takeaways*
The Hawaii LLC statute provides the requirements for setting up (or forming) an LLC. The State of Hawaii offers online and hard copy LLC filing to meet these requirements.
Required Information for Hawaii LLC Formation:
- LLC’s name (Must meet Hawaii LLC naming requirements)
- LLC principal office’s street and mailing address
- Registered agent’s name, Hawaii address, and signature of acceptance
- Name and address of each organizer
- Whether the company will be manager-managed or member-managed
- If manager-managed, the name and address of each manager and the number of initial members
- If member-managed, the name and address of each member
Optional Information for Hawaii LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Recommended: For help with completing the LLC formation forms, visit our Hawaii LLC Articles of Organization guide.
Registered Agent Duties and Appointment
Hawaii LLC laws define the duties and appointment of the LLC registered agent.
Hawaii LLC Registered Agent Statute
The following registered agent statutes are from the Hawaii Uniform Limited Liability Company Act:
Section 428-107 Registered agent.
A limited liability company and a foreign limited liability company authorized to transact business in this State shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be:
(1) An individual who resides in this State;
(2) A domestic entity authorized to transact business in this State; or
(3) A foreign entity authorized to transact business in this State. [L 1996, c 92, pt of §1; am L 2003, c 124, §70; am L 2009, c 55, §52]
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
A Hawaii registered agent must:
- Maintain a registered office in Hawaii (i.e., no P.O. boxes)
- Be an individual, a Hawaii corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of Hawaii. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Operating Agreements
Hawaii LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Hawaii Uniform Limited Liability Company Act:
Section 428-103 Effect of operating agreement; nonwaivable provisions.
(a) Except as provided in subsection (b), all the members of a limited liability company may enter into an operating agreement to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.
(b) The operating agreement may not:
(1) Unreasonably restrict a right to information or access to records under section 428-408;
(2) Eliminate the duty of loyalty under section 428-409(b) or 428-603(b)(3), but the agreement may:
(A) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(B) Specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(3) Unreasonably reduce the duty of care under section 428-409(c) or 428-603(b)(3);
(4) Eliminate the obligation of good faith and fair dealing under section 428-409(d), but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(5) Vary the right to expel a member in an event specified in section 428-601(5);
(6) Vary the requirement to wind up the limited liability company's business in a case specified in section 428-801(3) or 428-801(4); or
(7) Restrict rights of third parties under this chapter, other than managers, members, or their transferees. [L 1996, c 92, pt of §1; am L 1999, c 164, §2; am L 2004, c 121, §44]
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Annual Report Requirements
Hawaii LLC laws set out the requirements for annual LLC reporting. The State of Hawaii has created an annual report online portal and PDF annual report form to simplify the process.
Hawaii LLC Annual Report Statute
The following annual report statutes are from the Hawaii Uniform Limited Liability Company Act:
Section 428-210 Annual report.
(a) Each limited liability company and each foreign limited liability company authorized to transact business in this State shall deliver to the director for filing an annual report that sets forth:
(1) The name of the company and the jurisdiction under whose law it is organized;
(2) The mailing address of the company's principal office and the information required by section 425R-4(a); and
(3) Whether the company is manager-managed, and:
(A) If so, the name and address of each manager, and the number of members; or
(B) If not, the name and address of each member.
(b) The annual report shall be filed within the time periods prescribed in subsections (c) and (d).
(c) Notwithstanding any other provision of this chapter to the contrary, annual reports reflecting the period from January 1, 2002, through December 31, 2002, that would otherwise be required, may be voluntarily filed with the department director if the annual report complies with the requirements of this section.
(d) Effective January 1, 2003, for domestic or foreign limited liability companies whose date of organization or registration in this State falls between:
(1) January 1 and March 31, an annual report shall be filed on or before March 31 of each year and shall reflect the state of the company's affairs as of January 1 of the year when filed;
(2) April 1 and June 30, an annual report shall be filed on or before June 30 of each year and shall reflect the state of the company's affairs as of April 1 of the year when filed;
(3) July 1 and September 30, an annual report shall be filed on or before September 30 of each year and shall reflect the state of the company's affairs as of July 1 of the year when filed; and
(4) October 1 and December 31, an annual report shall be filed on or before December 31 of each year and shall reflect the state of the company's affairs as of October 1 of the year when filed;
provided that if a domestic or foreign limited liability company is organized in the same year in which the annual report is due, the domestic or foreign limited liability company shall not be required to file an annual report for that year. Thereafter, the domestic or foreign limited liability company shall comply with the requirements of this section.
(e) If an annual report does not contain the information required in subsection (a), the director shall return the report for correction. If the report is corrected to contain the information required in subsection (a) and delivered to the director within thirty days after the date on which it was mailed to the limited liability company by the director, the report shall be considered to be timely filed. [L 1996, c 92, pt of §1; am L 2000, c 219, §73; am L 2002, c 130, §106; am L 2009, c 55, §56]
What This Means: Key Takeaways*
You can file your Hawaii annual report online or with a hard copy.
Your Hawaii LLC annual report must state the following information (and must be current as of the date of filing):
- The name of the LLC
- Street address of principal office and mailing address
- Whether the company will be manager-managed or member-managed
- If manager-managed, the name and address of each manager and the number of initial members
- If member-managed, the name and address of each member
Annual Report Due Dates:
- Due by the end of the calendar quarter in which the LLC was formed.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.