Do you know how to incorporate in Hawaii? The Hawaiian archipelago might be popular as a tourist paradise with breathtaking surfs, but it's also a great place to operate a business.

What Paperwork Is Required to Incorporate in Hawaii?

The following documents are required when incorporating a business in Hawaii:

  • Form DC-1: Articles of Incorporation.
  • Bylaws- IRS Form SS-4: Obtain an EIN.
  • Form 2553: S-Corp Election, if desired.
  • Form BB-1: State of Hawaii Basic Business Application.

How Much Does It Cost to Incorporate in Hawaii?

It costs $51 to incorporate in Hawaii, and you can pay an additional $35 fee for expedited processing. Form BB-1 costs $20.

How Long Is the Processing Time for Corporations in Hawaii?

The speed of processing depends on the method of filing of incorporation.

  • Application by mail takes 7-14 days.
  • Application via fax, online, or in-person takes 3-5 business days.
  • If you applied online and paid a $25 expedite fee, it takes 1-3 days.

Steps to Incorporate in Hawaii

1. Choose a Corporate Structure

How is a corporation taxed? C-Corp and S-Corp are tax designations with the IRS. The default status for all corporations is C-Corp, but you can apply for S-Corp classification.

2. Check Name Availability

The next step is to check the availability of your business name to avoid choosing an already registered name.

  • How Is Desired Name Availability Checked?
    • You can conduct a name search on the BRED Online Services system to check whether your chosen name is available. You can also reserve your business name. According to the HRS §414-51, business names must contain suffixes such as “Corporation," "Incorporated," or "Limited" or abbreviations like "Corp.," "Inc.," or "ltd."
    • You can conduct a Business Entity Search on Hawaii's business registration department website, and you can also search the U.S. Patent Office using the TESS System to make sure there are no trademark infringement issues.
  • What Are the Naming Guidelines for Corporations?
    • To guarantee that your business name will be registered, it must:
      • Be unique.
      • Not be similar to another business entity name.
      • Not contain any prohibited words.
  • Can a Desired Name Be Reserved?
    • You can reserve a business name by filing an Application for Reservation of Name.
  • How Much Is the Fee to File an Application for Reservation of Name?
    • The filing fee for the business name reservation is $10.

3. Appoint a Registered Agent

  • What Are the Duties of a Registered Agent?
    • A registered agent is a person or company who represents the corporation on legal matters during the incorporation process.
    • When establishing a corporation, a Hawaii Registered Agent represents your business entity and receives and handles paperwork such as tax forms, state filings, and legal notices on behalf of the corporation.
  • How Much Does It Cost to Hire A Third Party Professional as A Registered Agent?
    • Third-party professionals acting as a registered agent can cost as much as $160 per year.

4. File Hawaii Articles of Incorporation

  • Where Are the Articles of Incorporation Filed?
    • Articles of Incorporation are filed with the Hawaii Business Registration Division (BREG).
  • Which Law Governs Corporations in Hawaii?
    • The Hawaii Business Corporation Act governs corporations in Hawaii.
  • What Information Will Be Disclosed for Public Report When Incorporating a Business?
    • The following details must be disclosed for the public record:
      • The name, address, and purpose of the corporation.
      • Registered Agent's full name and complete address.
      • Incorporators' full name and complete address.
      • The number of authorized shares the company can issue, among others.

5. Establish Bylaws & Corporate Records

What are the record-keeping requirements for corporations? Hawaii corporations are required to keep accurate and complete books and records of the business entity's finances as well as minutes of the meetings of its board of directors and shareholders at its headquarters or other place designated by the board of directors.

The corporation's books and records of account will consist of the assets and liabilities of the business, receipts, gains, losses, and disbursements. Hawaii corporations also need to keep a stock book.

6. Appoint Initial Directors

The next step is to appoint initial directors to the board of the corporation until they are elected at the annual meeting of the shareholders.

7. Hold Organizational Meeting

Once the board has been constituted, meetings can take place in or out of Hawaii.

8. Issue Stock Certificates

Owners of the corporation may be issued stock certificates as evidence of their equity in the business.

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