Hawaii: LLC Amendment and Legal-Name-Change Filing Requirements

Requirements one by one

Four public routes separate amendment from restatement

HRS §§ 428-203(c) and 428-204 divide Hawaii's public amendment work, while HRS
§ 428-204.5 authorizes amended-and-restated articles and requires all operative
provisions, the § 428-204 information, and a supersession statement. HRS
§ 428-204.6 supplies the consolidation-only restatement route. LLC-2 changes only
the legal name. LLC-3 makes another articles amendment and attaches the changed
text. LLC-4 restates all operative provisions without making a new change. LLC-5
both amends and restates, replacing the original articles and all prior
amendments.

Section 428-204 permits amendment in any desired respect so long as the amended
articles contain only provisions lawful in original articles at that time. It
requires the company name and the amendment, with the amended provisions
specifically referenced. Chapter 428 states no general deadline to amend merely
because filed information later changes; the separate report and agent routes
matter.

Legal-name amendment has its own short form

HRS § 428-105 requires “limited liability company,” “L.L.C.,” or “LLC” and
English-alphabet letters. The proposed name cannot be the same as or
substantially identical to the listed entity, reservation, fictitious-name,
trade-name, trademark, or service-mark records.

The section permits narrow exceptions: written consent plus at least one added
distinguishing word, a certified final judgment, or use following a qualifying
merger or reorganization. LLC-2 records the present and new legal names; it does
not register a separate trade name.

The operating agreement can change the all-member default

HRS § 428-103(a) and HRS § 428-404(a)-(e) make consent of all members the statutory
default for an articles amendment. The operating agreement governs internal
affairs and can supply a different approval threshold. That is why current Forms
LLC-2 through LLC-5 require the recital that all members, or a lesser number
authorized by the operating agreement, adopted the filing.

If written action substitutes for a required meeting, § 428-404(d) calls for a
record describing the action and signatures from everyone entitled to vote on
that action. Preserve the governing agreement and approval record rather than
treating the filing signature as the vote itself.

One member or manager signs and certifies the state record

HRS §§ 428-205 to 428-206 require certification and signature by at least one
member of a member-managed LLC or one manager of a manager-managed LLC. An
attorney-in-fact may sign by identifying the represented person; the power of
attorney need not accompany the filing.

The November 2025 forms add a truth-and-authority certification. HRS
§ 428-1302(b)-(d) makes knowingly material false filings and certifications
criminal and separately reaches negligent false certification with a fine.

The charge is $25 plus the $1 archives fee

HRS §§ 428-1301 and 94-8(c) establish a $25 amendment or restatement fee and the
$1 preservation assessment for permanent public records. Optional special
handling for these records is $25. LLC-2 is on the Hawaii Business Express
online list; signed paper forms may also be submitted by email, mail, fax, or at
the service window.

Amendment and restatement cannot use a delayed date

HRS § 428-206 makes an accepted amendment or restatement effective when filed.
Its delayed-effective-time authorization names only articles of termination,
conversion, and merger. An LLC amendment or restatement therefore does not use
the separate 30-day delay available to those records.

The director files a paid, form-compliant record. Filing or refusal is
ministerial and creates no presumption about the record's validity or the truth
of its information.

Correction, agent change, report, and trade name remain separate

HRS § 428-207 reserves correction for a false or erroneous filed statement or
defective certification/signature. HRS § 428-210 uses the annual report for
principal-office, agent, manager-management, member, manager, and member-count
information. Correction generally relates back, but not against an adversely
affected person who relied on the uncorrected record before correction filing.

HRS § 425R-7 provides the registered-agent statement and expressly dispenses
with interest-holder or governor approval. HRS § 482-2 makes trade-name
registration optional; it is a $50 registration of a name used in business, not
a legal-name amendment.

Public articles and the operating agreement can conflict

Section 428-203(c) gives the operating agreement priority among members,
managers, and transferees, while the articles may control for an outsider who
detrimentally relies. Save the accepted public record and update the operating
agreement and other company records deliberately. The filing does not itself
change tax, license, bank, contract, title, trademark, trade-name, or
foreign-registration records.

What trips people up

The current CTA and a quick reading of § 428-404 can make unanimity look
absolute. Hawaii's own LLC-2 through LLC-5 forms instead require a recital of
approval by all members “or a lesser number” authorized by the operating
agreement. Review the agreement before collecting signatures or declaring the
approval complete.

Common questions

Can a plain restatement include a new amendment?

No. HRS § 428-204.6 and Form LLC-4 say the restatement sets out the operative
articles without change. Use the LLC-5 amended-and-restated route when the filing
both changes and consolidates the articles.

Does DCCA acceptance prove that the amendment was validly approved?

No. HRS § 428-206(h) says filing or refusal creates no validity or correctness
presumption. Keep the operating agreement and approval record with the accepted
filing.

Statutes and sources

• HRS §§ 428-103, -105, -203 to -207, -210, -404, -1301 to -1302 —
  amendment, restatement, approval, name, signer, effect, correction, report,
  fees, and certification rules. Official Chapter 428
  index
  (accessed August 21, 2026).
• HRS § 425R-7 — registered-agent change statement. Official
  section
  (accessed August 21, 2026).
• HRS § 482-2 — optional trade-name registration. Official
  section
  (accessed August 21, 2026).
• HRS § 94-8(c) — State Archives preservation fee. Official
  section
  (accessed August 21, 2026).
• Hawaii DCCA Forms LLC-2 through LLC-5 — current filing fields,
  attachments, approval recitals, signatures, and $25 fee. Domestic LLC
  forms (rev. November
  2025; accessed August 21, 2026).
• Hawaii DCCA — online and alternative filing channels. Registration
  page and online-form
  list
  (accessed August 21, 2026).