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Our Step By Step Guide

How to form a corporation in Hawaii

Forming a corporation provides liability protection for any type of business, and should be among the first steps you take as a new business owner. Starting a corporation can help you protect your personal assets while adding legitimacy to your company. Follow our step by step guide or let us handle the paperwork on your behalf, ensuring your business is filed quickly and accurately.

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Why start your business in Hawaii?

Many major businesses love being headquartered in Hawaii. Some of these companies include Hawaiian Airlines, Hawaii Pacific Health, and Queen's Health Systems.

Starting a business in Hawaii, even a corporation, is a simple process for all major companies looking to start up shop in The Aloha State. Here's how to get started forming a corporation in Hawaii.

Helpful Hawaii Resources

Secretary Of State Details

Hawaii Secretary of State
P.O. Box 5616
Honolulu, Hawaii 96810

Phone:808-586-2744
Website: cca.hawaii.gov

Two Ways to Register Your Business

MyCorporation® can help you file all of the necessary documents to form your corporation in Hawaii.

File and submit the formation paperwork yourself

Our free guide provides you with all of the information you'll need to form your corporation in Hawaii. Bookmark this page as a reference so you can return easily as you complete each step of the process.

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See other business types

Are you looking for another entity type? We offer several other guides for the state of Hawaii.

The first step will be to decide on a name for your business. Choose a name that is memorable and unique, easy to understand and pronounce, and accurately represents your business. When picking out a name, remember to conduct a name search to find out whether it is available. Jot down one or two alternatives, in case the name you settle on is not available for registration in Hawaii.

There are a few rules that Hawaii Corporations must follow in order to register a name.

  1. The name you choose must be unique and not "confusingly similar" to the name of any other Hawaii business. This is to prevent fraud or misrepresentation and is a common rule in all 50 states. You can find out whether a name is available by using the Hawaii Secretary of State's business entity search tool. Search through entity name, entity number, officer, agent, incorporator, month and year, date, and reservation for your search options. Be sure to check variations or alternate spellings as well, otherwise your filing may be rejected. In a pinch, you can use MyCorporation's business name search service, where we will conduct a more thorough search on your behalf and report back our findings. Plus, MyCorporation includes a business name search for free when we complete your corporation filings on your behalf.
  2. Your business name must include the words "Corporation," or its abbreviations "Corp." or "Inc." You can learn more about how to choose a business name and other important statutory information through the Hawaii Secretary of State.
Tip: A business name check is included with every one of our business formation packages. We check with the state to determine the availability of your business name automatically. You can also conduct a nationwide business name search here.

Most states require that you designate a registered agent for your business, and Hawaii is no exception. A registered agent (often abbreviated as RA) acts as the state's means to communicate with a business. An RA is responsible for receiving legal and official documents related to the business. This may be an individual or third party service that agrees to accept legal papers on the corporation's behalf. A corporation may not act as its own registered agent for service of process.

In the state of Hawaii, it is required that all business entities filed in the state maintain a registered agent. This registered agent may be an individual or entity that receives official and legal documents on behalf of the business. They must be an Hawaii resident, have an Hawaii street address, and be available at the given address during normal business hours to accept service of process. A P.O. Box is not accepted as a registered agent address. A member of the LLC can act as the registered agent if desired, or you may also use a third-party registered agent service like MyCorporation.

Registered agent information is publicly available. This may cause privacy concerns for business owners who do not wish to list their personal contact information for everyone to see. It is also common for the registered agent to become a target of spam or robocalls since this private information is relatively easy to obtain.

Another issue that may arise is that in the case of a lawsuit, these documents would be hand delivered directly to the registered agent. In the case that you used your business location for this purpose, this could occur in front of your customers. This is why many business owners opt for a third-party registered agent service such as MyCorporation to act as a registered agent on behalf of their business.

Tip: Our Deluxe and Premium formation packages include a full year of registered agent services for your business. We also offer standalone registered agent services which you can add to your business later.

The state of Hawaii requires you to file Hawaii Articles of Incorporation in order to legally create a Corporation. The Articles of Incorporation is a simple one page form that contains all of the basic information required to register your business. This document includes basic information about the Alabama corporation such as:

  • The name of the Hawaii corporation
  • Mailing address of the corporation's initial principal office
  • Name of the corporation's registered agent
  • Street address of the registered agent's place of business
  • Name and address of each incorporator
  • Whether the corporation has members or does not have members (check off box)
  • Date, signature(s), and print name(s) of the incorporators

A filing fee of $25 is required for filing a Hawaii corporation. Make checks payable to Department of Commerce and Consumer Affairs.

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Corporate bylaws are a detailed set of rules agreed upon and adopted by the board of directors after a corporation is formed, that specify the internal management structure of the corporation. They are typically drafted by the corporation's founder or directors. Corporate bylaws are not submitted to the state.

The state of Hawaii does not require a corporation to create bylaws upon approval of the Certificate of Incorporation, but it is strongly recommended. Bylaws allow a business to maintain consistency in the way it operates and communicate organizational rules to help avoid conflicts and disputes. They cover how directors are elected, meetings are organized, and officer roster and summary of duties. In addition to management, bylaws specify details about ownership rights, annual meetings, and the addition or removal of officers and directors.

If you are not sure how to create corporate bylaws, you can purchase MyCorporation's customized Minutes and Bylaws Package. This kit provides you with the internal documents required to fulfill your corporate formalities and properly operate your business after incorporating.

The board of directors of a corporation are normally elected by the shareholders. However, for a new business, the incorporator (the person who signed the Certificate of incorporation) will often designate the initial directors if there are no initial directors named in the certificate of incorporation. This is done by creating the "Statement of Incorporator" which will list the names and addresses of the initial directors of the business.

The statement of incorporator is then signed by all of the incorporators, which passes all elements of control over to the initial directors. This is filed not with the state, but in a corporate minute book of the incorporation. It is kept as part of the corporate record.

The first meeting of the board of directors is an important time in the life cycle of a corporation. During this meeting, the initial directors of the business will adopt the corporate bylaws, set the fiscal year, and appoint corporate officers. It is also common to authorize the issuance of shares of stock to the founders of your company, usually in exchange for assets.

This meeting, and all future meetings of the board of directors, must be recorded in corporate minutes. Minutes are documents that detail what was discussed and any decisions the business makes during meetings. They are stored with the corporate records.

Corporate minutes are required for all Hawaii corporations by law. Falling behind on keeping and maintain minutes can jeopardize the corporation's liability protection and overall tax advantages. It is important to maintain updated corporate minutes and keep copies of all the signed and approved minutes or actions by unanimous consent from any special or annual meetings of the corporation's shareholders and directors.

Stock is a representation of ownership in your corporation. When your shareholders purchase stock, they are buying a small piece of your business. Although it's not legally required, it is common that most corporations will issue paper stock certificates to their shareholders.

In a private company (not publicly traded on the stock market), you can set the value to each stock however you see fit in your corporate bylaws. For example, one share could be worth $10 or $10,000, either would be completely acceptable. If you have additional questions, you may contact the Hawaii Department of Business Oversight to learn more.

Tip: MyCorporation can help you issue stock certificates for your business, allowing you to raise money by way of outside investment.

Businesses operating in Hawaii are required to register with the Department of Taxation to obtain a business license, permit, certification registration, or exemption. You may look up the proper licenses and permits you need to obtain through Hawaii's Department of Taxation licensing information page.

An EIN (also referred to as a Federal Tax ID) is a nine-digit number that is issued by the IRS and used to uniquely identify your business for tax purposes. Think of it as a Social Security Number (SSN) for your business, except an EIN is less sensitive. It is important to wait until the LLC has been approved by the state before applying for an EIN. For that reason, filing for an EIN is one of the last things to do when you are setting up a business.

  • Open business checking, savings, or investment accounts
  • File taxes for the business
  • Complete payroll for employees if applicable
  • Obtain lines of credit and credit cards, as well as "build credit" for your business
  • Apply for applicable business licenses when required.

You will only need a few pieces of information to file including your mailing address and legal business name. You can apply online Opens in a new window with the IRS by downloading IRS Form SS-4 (PDF)(116 KB), or work alongside a third party organization like MyCorporation to complete an EIN application.

If a Hawaii corporation pays more than $100 in wages to employees each calendar quarter, you'll need to obtain a State Employer Identification Number, or SEIN. You'll need to register with the Hawaii Employment Development Department Opens in a new window (EDD).

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Frequently asked questions

In Hawaii, a Professional Corporation ("PC") is formed in order to provide professional services within a single profession. According to Hawaii's Professional Corporations Statute, a Hawaii PC can be formed to provide "any type of professional services that may be lawfully rendered only pursuant to a license, certification, or registration authorized by the Business and Professions Code."

Generally, this can include the following professions:

  • Accounting
  • Acupuncture
  • Architecture
  • Chiropractic
  • Clinical social work
  • Dentistry
  • Law
  • Marriage, family, and child counseling
  • Medicine
  • Speech-language pathology and audiology
  • Nursing
  • Optometry
  • Osteopathy
  • Pharmacy
  • Physical therapy
  • Physician assistants
  • Podiatry
  • Psychology
  • Shorthand court reporters

A professional corporation provides the same benefits of a standard Corporation, with the additional formation requirement of proving the business has an effective certificate of registration issued by the governmental agency regulating their profession. Professional corporations are also governed by the agency responsible for overseeing the profession they engage in, and may have rules or limitations on the choice of name or ownership requirements.

In order to keep your corporation in good standing, there are reoccurring requirements that must be met.

  • All Hawaii corporations must file an Annual Statement with the Department of State each year.
  • Profitable Hawaii corporations must submit and pay required annual tax returns, and pay out estimated corporation taxes.
  • Corporations must hold an annual meeting of the directors logged with corporate minutes.
  • Corporations must hold an annual meeting of the shareholders.

In order to form a corporation in Hawaii, you will be required to pay various fees and taxes. The breakdown of the required fees is as follows:

  • Articles of Incorporation Filing Fee - $25
  • Annual Report Fee - $15

In total, expect to set aside at least $40 to form a corporation in Hawaii.

According to the Hawaii Secretary of State, foreign entities that wish to transact business in Hawaii must complete a foreign corporation registration application.

The filing fee for corporations is $150 with checks and money orders made to the Secretary of State, Business Services, P.O. Box 5616, Montgomery, Alabama 36103-5616. This registration must be accompanied by a certificate of compliance (PDF)(48.5KB) from the domestic state of formation.

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