LLC Administrative Dissolution and Involuntary Termination in Hawaii

Short answer Hawaii calls this agency action administrative termination. Its business-registration director may start a proceeding over prescribed unpaid fees, two years without an annual report, or either listed process-agent filing failure. The director must mail a grounds notice and allow 60 days after mailing to correct or contest each ground before signing and filing a termination decree. The LLC then exists temporarily for winding up and claimant notice, with a two-year reinstatement route.

State

Hawaii

Statute checked

September 26, 2026

Sources

4 statutes

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At a glance

Law, agency and LLC scope	Haw. Rev. Stat. §§ 428-809–811; business-registration director may administratively terminate a domestic LLC.
Grounds and trigger dates	Prescribed fee unpaid; annual report unfiled for two years; no appointed/maintained process agent; or missing statement of agent name/address change (§ 428-809).
Agency notice	Director may begin; must mail LLC notice stating grounds before termination and may also give public intent notice (§ 428-810(a)).
Cure or response window	Within 60 days after mailing of intent notice, correct every ground or demonstrate to director's reasonable satisfaction that each does not exist (§ 428-810(b)).
Action and effective date	If unresolved, director signs a decree reciting grounds and effective date and files it in the director's office (§ 428-810(b)).
Status, activity and service	LLC continues temporarily only to wind up, liquidate, and notify claimants; existence ceases when those tasks finish; process-agent authority survives (§ 428-810(c)–(d)).
Special routes and effects	Public notice of intent is optional; manager, member, or creditor may seek a circuit-court winding-up trustee, with last managers/members acting until appointment (§ 428-810(a), (e)).
Route back and limits	Apply within two years with missing reports, delinquent fees/penalties, and tax director writing showing payment, arrangement, or appeal; effective reinstatement relates back (§ 428-811(a), (c)).

Requirements one by one

Grounds and response period

Section 428-809 distinguishes an unpaid prescribed fee from an annual report unfiled for two years. It also lists failure to maintain a process agent and failure to file a statement after the agent's name or business address changes. Before terminating the LLC, the director must mail notice of the grounds. The LLC then has 60 days after mailing to correct each ground or demonstrate that it does not exist (§ 428-810(a)–(b)).

The decree and temporary existence

The director's next step is a signed decree stating the grounds and effective date, filed in the director's office (§ 428-810(b)). The terminated LLC continues temporarily for winding up, liquidation, and claimant notice, then ceases existence after those matters are complete. Its process agent's authority survives the agency action (§ 428-810(c)–(d)).

What trips people up

Public notice of the intention to terminate is discretionary; the director's mailed notice to the LLC is mandatory (§ 428-810(a)). If the company's affairs need settlement after termination, a manager, member, or creditor may ask the circuit court to appoint a trustee. Until appointment, the last managers of a manager-managed LLC, or otherwise its last members, serve as trustees (§ 428-810(e)).

Common questions

Does one missed annual report terminate the LLC? No. The report ground in § 428-809(2) requires a two-year filing lapse, followed by notice and the 60-day response period.

Must all taxes be fully paid before reinstatement? The application must include a tax director's writing showing either payment, a payment arrangement, or that unpaid taxes are being contested in an administrative or judicial appeal (§ 428-811(a)(4)).

Statutes and sources

Haw. Rev. Stat. § 428-809: The director “may commence a proceeding” for unpaid fees, a two-year report lapse, or the two specified agent failures. https://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0809.htm (accessed 2026-09-26).
Haw. Rev. Stat. § 428-810: The director must mail grounds notice, allow 60 days after mailing to cure or contest, and then sign and file a decree if the grounds remain. https://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0810.htm (accessed 2026-09-26).
Haw. Rev. Stat. § 428-811 and § 428-811(c): Apply within two years with back reports, delinquent payments, and the specified tax writing; effective reinstatement relates back. https://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0811.htm (accessed 2026-09-26).

Source links

Every statute quoted above, linked, with the date we checked it.

Haw. Rev. Stat. § 428-809 · accessed 2026-09-26

Haw. Rev. Stat. § 428-810 · accessed 2026-09-26

Haw. Rev. Stat. § 428-811 · accessed 2026-09-26

Haw. Rev. Stat. § 428-811(c) · accessed 2026-09-26

This page gives general legal information about agency dissolution, cancellation, forfeiture, or termination of an ordinary domestic LLC. It is not legal or tax advice. The statute, the agency record, and the date and method of notice control a particular company's position. The table does not decide tax amounts, compliance, liability, or whether reinstatement will succeed. Confirm current official records and seek licensed advice for a specific company.

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