Hawaii: Corporation Voluntary Dissolution and Closure Requirements

Requirements one by one

Test the shortcut's alternative facts

HRS § 414-381 permits the shortcut if either no shares have issued or the
corporation has not commenced business. A majority of the incorporators or
initial directors authorizes it.

No corporate debt may remain unpaid. If shares issued under the no-business
branch, remaining net assets must already have been distributed. Form DC-10
records each eligibility, debt, distribution, and authorization fact.

Apply the incorporation-date vote split

Under HRS § 414-382, the board proposes dissolution, ordinarily recommends
approval, and may condition submission. Every shareholder receives meeting
notice, and HRS § 414-125 supplies the 10-to-60-day window. The notice
identifies dissolution as a purpose.

For a corporation formed on or after July 1, 1987, approval requires a majority
of all shares entitled to vote. An older corporation defaults to three-fourths;
its articles may reduce that threshold, but not below the later-corporation
majority. A class entitled to vote separately must independently meet the same
applicable threshold. HRS § 414-124 separately requires unanimous written
consent.

Separate authorization from the effective filing

Ordinary Articles of Dissolution state the name, authorization date, vote
denominator and results, and separate voting-group results. The currently
listed Form DC-13 requires an officer's signature. HRS § 414-11 also names
the board chair, a qualifying incorporator before directors are selected, and
a court-appointed fiduciary as possible statutory signers.

HRS § 414-13 and Forms DC-10/DC-13 set the base fee at $25. Dissolution is
effective on filing or at a stated time and date no more than 30 days later.

Do not invent a tax-clearance attachment

Neither HRS § 414-383 nor current Forms DC-10/DC-13 lists a good-standing
certificate, Department of Taxation clearance, final return, or permit-
cancellation attachment as a condition of the dissolution articles.

That filing rule does not erase separate tax, payroll, annual-report, license,
permit, or local-account duties.

Continue only to wind up

HRS § 414-385 continues the dissolved corporation's existence for winding
up. It may collect assets, dispose of property, discharge or provide for
liabilities, distribute the remainder by shareholder interests, litigate, and
complete other liquidation acts.

Dissolution does not transfer title, stop pending or new proceedings in the
corporate name, or end the registered agent's authority. The Act states no
later terminal filing or fixed survival period.

Elect claim procedures without adding a reserve petition

HRS § 414-386 makes its known-claim procedure optional. If elected, written
notice gives at least 120 days to submit a claim, and rejection starts a 90-day
suit period. Contingent liabilities and later-event claims fall outside that
known-claim definition.

HRS § 414-387 separately permits one county-newspaper publication and a
five-year action deadline for covered unknown, unacted-on, contingent, and
later-event claims. Current Chapter 414 states no separate court-security
procedure for those claims.

Revoke within 120 days

HRS § 414-384 allows revocation within 120 days. Authorization ordinarily
mirrors dissolution unless the original authorization reserved board-only
revocation. The corporation files $25 Articles of Revocation with a copy of
the dissolution articles.

If another entity or registrant took the corporate name or a substantially
identical name, the corporation must register a new name through the amendment
route. Effective revocation relates back, and business resumes as if
dissolution had not occurred.

What trips people up

The vote is measured against all shares entitled to vote, not merely votes
cast. The corporation's July 1, 1987 incorporation-date side of the statute
determines whether the default is majority or three-fourths.

The known-claim route is optional as a procedure, but its written-notice terms
control if the corporation elects it. Publication is separately optional and
uses a five-year action period.

Domestic dissolution does not withdraw authority in another state. A foreign
corporation leaving Hawaii itself uses the separate Certificate of Withdrawal
route in HRS § 414-451.

HRS § 414-411 separately assigns deadlock, oppression, fraud, waste,
specified insolvent-creditor cases, and court-supervised voluntary dissolution
to the judicial route.

Common questions

Can shareholders approve dissolution by written consent? Yes, but the
default HRS § 414-124 route requires every shareholder entitled to vote to
sign, regardless of the lower meeting-vote threshold.

Does Hawaii require a tax-clearance certificate with the articles? No such
attachment appears in HRS § 414-383 or current Forms DC-10/DC-13. Separate
tax and account duties still remain.

Can dissolution be delayed? Yes. The articles may state a later time and
date, but no later than the thirtieth day after filing.

Can the corporation revoke? Yes, within 120 days, using $25 Articles of
Revocation and the original approval route unless board-only revocation was
reserved.

Statutes and sources

• HRS §§ 414-381 to -387 — current authorization, voting, articles,
  revocation, winding up, and claim rules. Official current Chapter 414
  directory
  (accessed August 22, 2026).
• HRS §§ 414-11, -13 to -14, and 414-124 to -125 — signer, fee,
  effect, consent, and meeting notice. Official current HRS
  (accessed August 22, 2026).
• HRS §§ 414-401, -411, and -451 — separate administrative,
  judicial, insolvent-creditor, and foreign-withdrawal routes. Official
  current HRS
  (accessed August 22, 2026).
• Hawaii DCCA Forms DC-10, DC-12, and DC-13 — current listed dissolution
  and revocation forms and $25 charges. Official forms page
  (accessed August 22, 2026).