How to Start a Corporation in Hawaii

Step 1: Name Your Hawaii Corporation

Choosing a business name is the first step in starting a corporation.

1. Hawaii naming guidelines:

• The name you select for your corporation is not allowed to imply it engages in purposes that are not permitted by law, or be misleading or confusing the general public.
• You are prohibited from electing a name for your corporation that is too similar to that of an existing business registered in the state of Hawaii.
• Domestic insurance corporations must include the word "insurance" in their name. For reciprocal insurers, names must include one of the following: reciprocal, interinsurer, inter-insurance, exchange, underwriters, or underwriting.
• Use of the following terms also requires state approval or certification: certified public accountant, public accountant, CPA, PA, cooperative, escrow, and escrow depository.
• You are obligated to include one of the following terms in your name: “company”, “corporation”, “limited”, or “incorporated” (either in full or as an abbreviation).

Read the Hawaii state statutes regardingcorporation naming guidelinesfor more information.

2. Is my corporation name available in Hawaii?

Your Hawaii corporation name must be unique and distinguishable from other business names in Hawaii. Use theHawaii Department of Commerce and Consumer Affairs' business databaseto determine if your desired business name is available.

3. Is the URL available?

Before registering your Hawaii corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.

Step 2: Choose a Hawaii Registered Agent

You must appoint aHawaii registered agentwhen registering your corporation with the Department of Commerce and Consumer Affairs.

Aregistered agentis an individual or entity appointed to receiveservice of process, government correspondence, and compliance documents on behalf of a business.

Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Hawaii registered agent as long as the person:

• is 18 years or older
• has a physical address in the state where business activity is conducted
• is available (in person) during normal business hours

Step 3: Hold an Organizational Meeting

Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:

• Fill out and execute theArticles of Incorporation
• Create and approve bylaws
• Select your initial director(s)
• Determine your share structure
• Execute an Incorporator’s Statement

Create and Approve Corporate Bylaws

Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read ourcorporate bylawsguide.

Step 4: File the Hawaii Articles of Incorporation

You will need to file the Hawaii Articles of Incorporation to set up a corporation in Hawaii. You can file this form online, by mail, email, fax, or in-person with the Hawaii Department of Commerce and Consumer Affairs. The filing cost is$50plus a $1 State Archives preservation fee. Hawaii also provides a document with detailedinstructions.

This document will cover the basics of your corporation, including:

• Corporate name and principal address
• Corporate registered agent name and street address
• The number of authorized shares the corporation is allowed to issue
• Incorporator(s) name(s) and address(es)

Step 5: Get an EIN for Your Hawaii Corporation

An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:

• To open a bank account for the company
• 联邦和州税的目的
• To hire employees

Hawaii State Corporation Tax Requirements

根据您的业务的性质,您可能be required to register for one or more forms of state tax:

Hawaii General Excise Tax

If you’re selling a product, you’ll typically need to register for aseller's permitthrough theHawaii Business Express的网站。这允许一个业务收集一般excise tax.

Hawaii Employer Taxes

If you hire employees, you will need to register for Hawaii employer taxes through theHawaii Tax Online website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.

Hawaii Corporation Licenses and Permits

To operate your corporation in Hawaii, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.

Learn more in ourHawaii Business Licenseguide.

File the Hawaii Annual Report

You must file Hawaii’s Annual Report each year during the quarter that contains the registration anniversary date. You can file the reportonlineor submit ahard copyto the Hawaii Department of Commerce and Consumer Affairs. The filing fee is$15.

How to Get a Hawaii Certificate of Good Standing

ACertificate of Good Standingverifies that your Hawaii corporation was legally formed and has been properly maintained.

You can request a Certificate of Good Standing online on theHawaii Business Express website. You will need to search for your company’s name, select your company from the search results, and then follow the appropriate prompts. The fee is $7.50 plus a $1 State Archives preservation fee.

How to Dissolve a Corporation in Hawaii

If at any point you would like to permanently stop doing business, orcloseyour business, it is important to officiallydissolveyour corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.

There are five main steps to close your Hawaii corporation:

• Stop doing business
• Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
• File the Articles of Dissolution with the Hawaii Department of Commerce and Consumer Affairs
• Close your federal and state business tax accounts with the IRS and Hawaii Department of Taxation
• Close your business bank accounts

File Dissolution Documents

There are two options for filing dissolution documents for a Hawaii corporation: dissolution for corporations that already issued shares and commenced business and dissolution for corporations that have not. You can file these documents online, by mail or in person. The filing fee is$25.

Articles of Dissolution
You can file theArticles of Dissolution (Form DC-13)by mail or in-person with the Hawaii Department of Commerce and Consumer Affairs.

You can also file online using theHawaii Business Express website. If you choose to file online, you must log in to the website, click on “Manage” near the top of the screen and then select “Start a Change Request” on the next page.

Articles of Dissolution by Incorporators or Initial Directors
If your corporation has not yet issued shares or commenced business, you can file theArticles of Dissolution by Incorporators of Initial Directors (Form DC-10)by mail or in-person with the Hawaii Department of Commerce and Consumer Affairs.

You can also file online using theHawaii Business Express website. If you choose to file online, you must log in to the website, click on “Manage” near the top of the screen and then select “Start a Change Request” on the next page.