Domestic LLC Formation Filing Requirements in Hawaii
At a glance
| Governing law and filing record | Hawaii Uniform Limited Liability Company Act, HRS ch. 428; DCCA Business Registration Division Articles of Organization, Form LLC-1, for ordinary domestic LLC (§§ 428-202 to -203) |
|---|---|
| Organizer and signature | 1+ persons organize; list each organizer and address. At least 1 organizer signs/certifies with date, name, office title/capacity; attorney-in-fact states principal's name (§§ 428-202, -203(a)(3), -205; LLC-1) |
| Required entity and purpose terms | Name with “limited liability company,” “L.L.C.,” or “LLC”; no purpose clause. Choose at-will or specified term/expiration (§§ 428-101, -105, -203(a)(1), (4), (d)) |
| Addresses and service fields | Principal-office mailing address and physical address if different; agent type/name/jurisdiction as applicable plus Hawaii business street address. Appointment affirms agent consent (§§ 428-107, 428-203(a)(2), 425R-4; LLC-1) |
| Management and owner disclosure | Choose manager/member management. Manager-managed: all initial managers + addresses and initial-member count; member-managed: all initial members + addresses. State member-liability election (§ 428-203(a)(5)–(6)) |
| Optional and restricted provisions | May add operating-agreement provisions or other lawful matters; cannot vary § 428-103(b). Agreement controls insiders; articles control relying outsiders (§ 428-203(b)–(c)) |
| Filing method, fee, and attachments | Online, email, mail, fax, or service window. $50 nonrefundable + $1 archives fee; no ordinary attachment. Email/fax requires card details/form; optional expedite $25 (DCCA; HRS §§ 26-9(l), 94-8(c)) |
| Formation and effective date | Existence begins when DCCA files compliant articles. Original articles cannot delay; § 428-206(d)'s ≤30-day delay applies only to termination, conversion, and merger records (§§ 428-202(b), 428-206(c)–(e)) |
| Publication and initial follow-up | No formation publication or same-year initial report. Annual report starts in a later year, due by quarter-end matching organization quarter; current fee $15 (§ 428-210(d); DCCA) |
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).
Source links
Every statute quoted above, linked, with the date we checked it.
What does Hawaii law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Hawaii law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace