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LeapLaw's 50 State Blawg  > Hawaii
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Search posts for:

Basics Box: Hawaii
Dept. of Commerce and Consumer Affairs
Status Search
Forms
  • Fax File:
  • UCC: No
    Corporate: Yes
  • E File:
  • UCC: No
    Corporate: Yes (initial filings and annual reports)
  • Expedited Services:
  • UCC: No
    Corporate: Yes (1-2 day turn around; fees range from $25 - $75; regular turn around is 2-4 days)
  • Name Reservations:
  • Yes
  • Preclearance:
  • No
    Apostilles and Authentications (Hawaii)
    Contact Info for Dept. of Commerce and Consumer Affairs (DCCA) (Hawaii)
    Corporate Dissolution Summary (Hawaii)
    Domestic Corporation Summary (Hawaii)
    Foreign Qualification Summary (Hawaii)
    LLC - Formation Summary (Hawaii)
    UCC Contact Information (Hawaii)
    UCC Filings (Hawaii)

    Apostilles and Authentications (Hawaii)
    The Lieutenant Governor serves as Secretary of State for the State of Hawaii. In this role, the Lieutenant Governor is responsible for providing authentication services for all documents that are used overseas including: powers of attorney, marriage certificates, and birth certificates.

    More Information.

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    It the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the HI SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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    Contact Info for Dept. of Commerce and Consumer Affairs (DCCA) (Hawaii)
    Office hours are 7:45 AM - 4:30 PM (Hawaii Standard Time).

    Mailing Address

    Department of Commerce and Consumer Affairs
    Business Registration Division
    P. O. Box 40
    Honolulu, Hawaii 96810

    Office Location

    Department of Commerce and Consumer Affairs
    Business Registration Division
    335 Merchant Street, 2nd Floor
    Honolulu, Hawaii 96813

    Phone/Fax Numbers

    Telephone:
    (808) 586-2744 (administration)
    (808) 586-2727 (documents registration)

    Fax:
    (808) 586-2733

    Residents on the neighbor islands may call the following numbers followed by 6-2727 and the # sign:

    Kauai 274-3141
    Maui 984-2400
    Hawaii (808) 974-4000
    Lanai & Molokai 1-800-468-4644 (toll free)

    Email: breg@dcca.hawaii.gov


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    Corporate Dissolution Summary (Hawaii)
    Pursuant to Section Ch. 414-381, Hawaii Revised Statutes, To successfully dissolve a Hawaiian corporation, no tax clearance is required.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors (if within one year of incorporation).

    After Stock Issuance: Resolution of the board of directors and (not less than 3/4 if incorporated prior to July 1, 1987) all voting shareholders at a meeting or by written consent; By the written consent of all shareholders entitled to vote.

    Articles of Dissolution must set forth:

    (1) The name of the corporation;

    (2) The date of its incorporation;

    (3) Either:

    (A) That none of the corporation's shares has been issued; or

    (B) That the corporation has not commenced business;

    (4) That no debt of the corporation remains unpaid;

    (5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and

    Filing and Execution: That a majority of the incorporators or initial directors authorized the dissolution.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Hawaii)
    Pursuant to the Hawaii Revised Business Corporation Act (Haw. Rev. Stat. § Ch. 414), a corporation incorporating in Hawaii files Articles of Incorporation with the Hawaii Department of Commerce and Consumer Affairs (HI DCCA) and may be filed online.

    Corporate Name: The corporate name must contain "corporation" "incorporated" or "limited" or abbreviation thereof.

    Maximum Stock for Minimum Filing Fee: None.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: There is no minimum amount of paid in capital required to commence business.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting:

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Hawaii.

    Filing: Submit one executed original of the certificate of incorporation to the Hawaii DCCA.

    Online filing is available in HI.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Hawaii)
    Pursuant to the Hawaii Business Corporation Act (Sections 414-433, 414D-273), a foreign corporation may not transact business in this state until it files an Application for Certificate of Authority with the Hawaii Dept. of Commerce and Consumer Affairs (DCCA).

    Name of Corporation: Name must contain "corporation" "incorporated" or "limited" or abbreviation thereof

    Good Standing Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 60 days earlier, must be attached to the Application for Certificate of Authority.

    Online filing is available in HI.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.


    Filing and Execution: The filing is signed by an officer of the company and must be typed or printed in black ink. Original executed copy is filed with the DCCA.

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    LLC - Formation Summary (Hawaii)
    Pursuant to the Hawaii Uniform Limited Liability Company Act (Haw. Rev. Stat. Ch. 428), a limited liability company forming in Hawaii files Articles of Organization with the Hawaii Dept. of Commerce and Consumer Affairs (HI DCCA).

    LLC Name: The LLC name must contain "limited liability company" or "L.L.C." "LLC" "limited" may be "Ltd." and "company" may be "Co."

    No. of Members: The LLC may have 1 member.

    Execution and Filing: Signed by "organizer(s)" Filing fee is $50.00. It may be expedited for an additional $25.00.

    Online filing is available in HI.

    Filing fee: $50.00

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • UCC Contact Information (Hawaii)
    UCCs in Hawaii are filed in the Bureau of Conveyances:

    Office Hours:
    (Mon.-Fri., except holidays)
    7:45 a.m. to 4:30 p.m.

    Location:
    Kalanimoku Building
    1151 Punchbowl Street
    Honolulu, HI 96813

    Mailing Address:
    Post Office Box 2867
    Honolulu, HI 96803

    Administration: (808) 587-0120

    Research/UCC Searches: (808) 587-0154

    Recording: Regular: (808) 587-0134
    Land Court: (808) 587-0138


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    UCC Filings (Hawaii)
    UCCs in Hawaii are filed in the Bureau of Conveyances:

    Office Hours:
    (Mon.-Fri., except holidays)
    7:45 a.m. to 4:30 p.m.

    Mailing Address:
    Post Office Box 2867
    Honolulu, HI 96803

    Administration: (808) 587-0120

    Research/UCC Searches: (808) 587-0154

    Recording: Regular: (808) 587-0134
    Land Court: (808) 587-013

    Forms: Standard national forms are used and can be found at LeapLaw's UCC Connection


    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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