Hawaii: Domestic LLC Formation Filing Requirements

Requirements one by one

Governing law and filing record

Hawaii forms an ordinary domestic LLC under the Hawaii Uniform Limited Liability
Company Act by filing Articles of Organization, DCCA Form LLC-1, under
§ 428-202.

Organizer and signature

One or more persons may organize the LLC, and the Act imposes no requirement
that an organizer become a member. The articles list every organizer's name and
address. Under HRS § 428-205, a preformation record is signed and certified by
a person organizing the company.

Current LLC-1 requires at least one organizer's signature, date, printed name,
and office title or signing capacity. An attorney-in-fact identifies the person
for whom the signature is made; the power itself is not filed.

Required entity and purpose terms

Under § 428-105, the name includes “limited liability company,” “L.L.C.,” or “LLC.” Hawaii does
not list “limited company,” “L.C.,” or “LC” as alternatives. The articles need
no purpose clause; HRS § 428-101 defines business broadly to include lawful
purposes.

The filing selects at-will duration or a specified term and expiration date.
At-will is the statutory default under § 428-203(d).

Addresses and service fields

The articles state the initial principal office's complete mailing address and,
on current LLC-1, the physical principal-office address if different. They also
state the registered-agent information required by HRS § 425R-4 and § 428-107 and the agent's
Hawaii business street address.

The form distinguishes an entity agent from an individual agent and collects
the entity agent's formation jurisdiction. No separate agent signature or
acceptance attachment is required; appointment itself affirms consent.

Management and owner disclosure

A manager-managed LLC lists every initial manager and address and states the
number of initial members; naming those members is optional. A member-managed
LLC lists every initial member and address. The articles also choose whether
members have no liability, all liability, or specified liability for company
debts and obligations.

Optional and restricted provisions

The articles may add operating-agreement provisions or other lawful matters.
They cannot vary the nonwaivable rules in § 428-103(b). For other conflicts, the
agreement governs insiders, while the articles govern outsiders who rely to
their detriment.

Filing method, fee, and attachments

DCCA accepts LLC-1 online and by email, mail, fax, or at its service window. The
current nonrefundable filing fee is $50, plus a mandatory $1 State Archives
fee under § 94-8(c), for $51 in standard state charges. Optional expedited review is $25.

An ordinary LLC needs no substantive attachment. Email and fax submissions must
include the required credit-card information or transaction form; paper filings
must meet the current formatting and black-ink signature instructions.

Formation and effective date

The LLC exists when DCCA files compliant articles. Original articles cannot use
a delayed effective date. HRS § 428-206(d) lists only articles of termination,
conversion, and merger as records eligible for a delayed date of up to 30 days.

What trips people up

Hawaii's initial articles publicly disclose members in a member-managed LLC and
managers plus the member count in a manager-managed LLC. This is not a minimal
name-and-agent filing.

There is no formation newspaper publication and no same-year initial report.
Under § 428-210(d), the annual report begins in a later year and is due by the
end of the quarter matching the organization date. DCCA currently lists a $15
annual-report fee, but that recurring filing belongs in the annual-report survey.

The $100 amount still printed in § 428-1301 is not DCCA's current charged rate.
That section routes fee management through § 26-9(l), and the current official
DCCA page and LLC-1 instructions state $50, plus the separate $1 archives fee.

Common questions

Can the organizer be an entity?

Yes. HRS § 428-101 defines “person” to include an individual or entity, and
LLC-1 provides separate entity-organizer and individual-organizer fields.

Must a commercial registered agent give a separate consent?

No. Section 425R-4 treats the appointment as the LLC's affirmation that the
named agent consented to serve.

May the articles take effect 30 days later?

No. The 30-day delayed-date rule does not include original articles of
organization. The LLC exists when DCCA files them.

Statutes and sources

• HRS §§ 428-101, -105, -107, -202, -203, -205, -206, and -210 —
  definitions, name, agent, organizers, required and optional articles,
  signature, filing-time formation, no original-articles delay, and later annual
  report. Official current HRS pages, accessed July 29, 2026.
• HRS § 425R-4 — registered-agent filing choices and consent affirmation.
  https://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0425R/HRS_0425R-0004.htm
  (accessed July 29, 2026).
• HRS §§ 26-9(l) and 94-8(c) — DCCA fee-setting authority and $1 archives
  charge. Official current HRS pages, accessed July 29, 2026.
• Hawaii DCCA domestic LLC page and LLC-1/LLC-1 instructions (11/2025) —
  current form, $50 fee, $1 archives fee, filing channels, public fields,
  certification, and payment mechanics.
  https://cca.hawaii.gov/breg/registration/dllc/,
  https://files.hawaii.gov/dcca/breg/registration/forms/llc-1.pdf, and
  https://files.hawaii.gov/dcca/breg/registration/forms/llc-1-instr.pdf
  (accessed July 29, 2026).