Hawaii Corporate Law: Everything You Need To Know
Hawaii corporate law governs the formation and management of business entities in the state.3 min read
2. Hawaii Corporate Regulations
3. Corporate Filing Requirements
4. Hawaii Corporate Taxes
5. Dissolving a Hawaii Corporation
Forming a Hawaii Corporation
- First, select a name for your corporation. It must include one of the following words or their abbreviations: limited, company, corporation, incorporated. The name must be distinguishable from that of other business entities registered in Hawaii.
- File Articles of Incorporation with the Business Registration Division of the Hawaii Department of Commerce. This document includes the name of your corporation, the number of stock shares you will issue, the name and address of your incorporator and your registered agent, and the principal mailing address for the business.
- Appoint at least one individual to the board of directors. Establish the total number of board members in your corporate bylaws. A director must be a U.S. citizen who is 18 or older. At least one director must reside in Hawaii. Names of all directors should be included in your articles.
- Appoint a president, secretary, and treasurer. One individual can hold all these roles if desired. List the names of the officers in your articles.
- Appoint a registered agent. This person must have a physical location in Hawaii and be available during normal business hours to receive tax and legal documents, including service of process, on behalf of the corporation. This can be an individual or a corporation.
Hawaii Corporate Regulations
The state does not require a corporation to have a minimum or a maximum number of authorized stock shares. The number of shares does not influence the corporate filing fee.
You must have at least one incorporator, and he or she does not need to live in Hawaii.
A corporation can engage in any legal business activity and does not need to establish its purpose in the articles of incorporation.
Corporations with fewer than 25 subscribers do not need to register with the state per the Uniform Securities Act.
Professional corporations are available for certain types of industries. They must follow specific naming conventions and cannot engage in business beyond the profession in question with the exception of investing in bonds, stocks, mortgages, and/or real estate.
Shareholders of Hawaii corporations have the right to inspect the business's records and books, including member lists, bylaws, articles of incorporation, accounting records, meeting minutes, and annual reports. The business can charge a reasonable fee for the cost of copying the requested documents. If shareholder access is denied, inspection can be ordered by the county court where your business is located. In this case, you may also be required to pay court costs and attorney fees unless you can prove that the denial was based on good faith.
Corporate Filing Requirements
Hawaii corporations must file an annual report during the same quarter in which they incorporated. Due dates by quarter are March 31, June 30, September 30, and December 31. This form can be filed only and carries a $15 fee.
Your company must have annual shareholder and director meetings and submit official minutes from these meetings.
Hawaii Corporate Taxes
Hawaii corporations are established as C corps by default. These businesses are taxed both at the corporate level when profits are earned and at the personal level when they are distributed to shareholders. However, they also provide various advantages and benefits.
You can also elect S corp status with the IRS to benefit from pass-through taxation, in which corporate taxes are not required. Instead, shareholders report business profits and losses on their individual tax returns. While some states still charge corporate taxes for S corps despite their federal status, this is not the case in Hawaii.
Your business will need to register for a federal employer identification number (EIN). This is done for free through the IRS. This number allows you to pay taxes, open financial accounts for your business, and hire employees.
Dissolving a Hawaii Corporation
When you want to terminate your corporation, file Form DC-13 with the Hawaii Department of Commerce. You do not need to receive a tax clearance certificate in order to file this form.
You must also file IRS Form 966, Corporate Dissolution or Liquidation, along with your business's final tax return.
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