Key Takeaways

  • Accurate Information: Ensure all details in the Articles of Organization are correct to avoid delays.
  • Registered Agent Requirements: The registered agent must have a physical address in Hawaii and be available during business hours.
  • Operating Agreement: Although not required by the state, an operating agreement is essential for internal governance.
  • Annual Compliance: Filing an annual report is mandatory for maintaining your LLC’s good standing in Hawaii.
  • Online Filing: Filing online is faster and offers instant confirmation, reducing processing times.

Information Required for Hawaii LLC Articles of Organization

The following information must be included in Hawaii LLC Articles of Organization:

  • Company name.
  • Principal office address.
  • Registered agent name and address.
  • Organizer name and address.
  • Period of duration.
  • Management structure.
  • Names and addresses of initial managers or members.
  • Member liability.
  • Organizer signature and date.

Detailed Breakdown of Required Information

When filing the Articles of Organization in Hawaii, the details required are not just limited to basic company information. Each section should be filled out accurately to avoid any delays or rejections:

  • Company Name: Ensure the name is unique and includes the necessary designations such as "LLC" or "L.L.C."
  • Business Purpose: Although Hawaii doesn’t require a detailed business purpose, you can include a general purpose clause to offer more flexibility.
  • Registered Agent: The name and physical address of the registered agent, who must be available during normal business hours. This person or entity will be responsible for receiving legal documents on behalf of the LLC.
  • Management Structure: Whether the LLC will be managed by its members or by appointed managers. If managers are chosen, their names and addresses may also be required.
  • Organizer Information: Name and address of the person(s) filing the Articles of Organization.
  • Duration of LLC: You may specify the duration of the LLC, which is often perpetual unless otherwise stated.
  • Principal Office Address: The primary location of the business. Ensure it is a physical address; P.O. boxes are not accepted.
  • Mailing Address: This can differ from the principal office address and can be a P.O. box.

These details must be accurate and complete. Providing incorrect or incomplete information can lead to the rejection of your filing and potential delays in the establishment of your LLC.

Other Requirements for Hawaii LLC Articles of Organization

Name Restrictions for Hawaii LLC

The title of a Hawaii LLC should contain any of the suffixes "Limited Liability Company," "L.L.C.," "Ltd. Liability Company," "Limited Liability Co.," "Ltd. Liability Co.," or "LLC." Also, your Hawaii LLC name must be written with the English alphabet. Furthermore, you cannot use a name that another entity is already using for its business operations. Hawaii's BREG website has a database to check name availability.

Registered Agent

You need a Hawaii registered agent for your LLC's Articles of Organization. The registered agent must have a physical and mailing address in Hawaii and will serve as an intermediary who receives legal documents, official notifications, and service of process on your behalf. A Hawaii registered agent is required for the following reasons:

  • It is a legal requirement for all Hawaii businesses.
  • A registered agent ensures that all official correspondences reach your LLC on time. It can be difficult to monitor everything while trying to make your business work. If you miss essential business letters, it can mean a loss of revenue or legal sanctions against your company. A registered agent makes sure this never happens.
  • Using a registered agent helps to keep your address private.

Organizer

An LLL organizer is an individual who signs and files the Articles of Organization with the Hawaii BREG. The organizer can be a member of the LLC or an outsider hired to submit the documents on behalf of the company.

Hawaii LLC Period of Duration

There are two types of periods of duration for Hawaii LLCs, including operating "at will" or setting a specific expiration date for the company. LLCs that choose the "at will" period of duration will exist in perpetuity until dissolved.

Management

If you registered as a member-managed LLC, the members of your Hawaii LLC would manage the business directly. Conversely, choosing a "manager-managed" structure requires appointing a manager or managers to oversee the company. LLC managers can be either members or nonmembers.

Submitting Hawaii LLC Articles of Organization

Hawaii LLC Articles of Organization can be submitted online or via downloadable forms. You can file online via the online portal of Hawaii Business Express (HBE). The online submission is instant, and you can print a receipt for record purposes. The submission can also be made by paper. Download the forms on Hawaii's BREG website, fill in the forms before printing or complete with black ink. Once you have completed the forms, submit by email, fax, mail, or in person.

Cost of Submission

Hawaii charges a minimum of $50 for filing Articles of Organization, but you have to pay an additional $25 for expedited processing. Businesses also have to pay a $1 State Archives fee and $0.25 per page for each copy of the document. Standard applications take up to 3-5 office days, while expedited processing takes 1-3 office days.

Additional Considerations and Compliance

Beyond the standard filing requirements, there are other important factors to consider when forming an LLC in Hawaii:

  • Filing Fees: The cost to file the Articles of Organization is $50, and an additional $10 for a certified copy if requested. These fees are non-refundable.
  • Processing Time: Standard processing times can vary. Online filings are typically processed within 1-2 business days, while mailed submissions might take longer.
  • Operating Agreement: Although not filed with the state, an operating agreement is essential. It outlines the management structure and operating procedures of the LLC, helping prevent future disputes.
  • Annual Reports: Hawaii LLCs are required to file an annual report with the Department of Commerce and Consumer Affairs (DCCA). The filing fee is $15, and failure to file can result in penalties and administrative dissolution.
  • EIN Application: After filing, it’s advisable to apply for an Employer Identification Number (EIN) through the IRS, which is necessary for tax purposes and opening business bank accounts.
  • Foreign LLCs: If your LLC was formed outside Hawaii but wishes to conduct business in the state, it must register as a foreign LLC and file a Foreign LLC Application.

Maintaining compliance with these additional requirements is crucial for the smooth operation and legality of your LLC in Hawaii.

Steps to Fill Out the Articles of Organization

To fill out your Articles of Organization, state the exact name of the LLC in Article I, making sure the name contains the words "Limited Liability Company" or one of the other variations listed above.

  • In Article II, list the mailing address for the initial principal office of the LLC, including the state, city, and zip code.
  • In Article III(a), provide the name of the registered agent.
  • In Article III(b), state the physical address of the registered agent.
  • In Article IV, provide the name and physical address for each organizer.
  • Article V is where you choose the period of duration for the business.
  • Article VI provides two boxes, (a) and (b). Check box (a) to list the number of initial managers. In part (c), state the names and addresses of the initial managers if the LLC is member-managed or manager-managed.
  • Article VII provides different boxes to describe the agreement of members on specific obligations and liabilities of the LLC.
  • Once the forms have been filled out, one or more members of the company must sign the form.
  • Next, pay a filing fee of $50 and $10 for a certified copy if required.
  • The fees will be paid to the Department of Commerce and Consumer Affairs.

Step-by-Step Online Filing Guide

Filing your Hawaii LLC Articles of Organization online is the fastest and most convenient method. Follow these steps to ensure a smooth process:

  1. Create an Account: Visit the Hawaii Business Express website and create an account or log in if you already have one.
  2. Start the Filing Process: Select “Register a Business” and choose “Limited Liability Company (LLC)” from the list of business entities.
  3. Enter Company Details: Fill in the required information, including the LLC name, principal office, and registered agent details.
  4. Review and Confirm: Carefully review the information you’ve provided. The system will alert you to any missing or incorrect details.
  5. Pay Filing Fees: Submit the $50 filing fee via credit card or electronic check.
  6. Confirmation and Certificate: After submitting, you will receive a confirmation email. Once your filing is processed, a Certificate of Organization will be emailed to you.

This step-by-step guide helps streamline the process, reducing the risk of errors and ensuring that your LLC is properly established in Hawaii.

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