LLC Conversion and Domestication Filing Requirements in Hawaii
At a glance
| Governing law, transaction names, and route scope | Hawaii LLC Act §§ 428-901, -902.5, -902.6, and -903; 'conversion' covers both a domestic LLC becoming another entity and becoming a foreign LLC. Hawaii uses no separate domestication label |
|---|---|
| Entity-type conversion availability and eligible destination forms | Domestic LLC may become a foreign LLC or any qualifying other entity. Article 9/X-10 forms include profit/professional/nonprofit corporation, GP/LLP, LP/LLLP, and LLC; nonprofit conversion limits remain separate (§§ 428-901, -902.5; X-10) |
| Inbound/outbound domestication, continuance, and transfer | Two-way same-type movement by conversion: Hawaii LLC to qualifying foreign LLC, and qualifying foreign LLC to Hawaii LLC. No separate domestication, continuance, or transfer procedure (§ 428-902.5(a)-(b)) |
| Destination-law reciprocity and regulated-entity limits | Outbound conversion and resulting formation must be permitted by and comply with destination law; inbound conversion must be permitted by and comply with origin law. Foreign result files Hawaii process-agent and enforcement agreements (§§ 428-902.5, -903(8)) |
| Plan terms, interest conversion, and resulting governing documents | Plan names source/result, states continued existence in resulting form, identifies form and jurisdiction, and states ownership conversion; may add lawful terms including initial bylaws/officers. No express attachment of private organic rules (§ 428-902.5(c)-(d)) |
| Member approval, agreement control, classes/series, and new-liability consent | Uses merger approval with LLC treated as nonsurvivor. Operating agreement may provide method; otherwise specified ownership threshold cannot be below majority, and silence requires all members. No member becomes personally liable without consent (§§ 428-902.5(a)(1), (4), 428-904(e)) |
| Conversion/domestication statements, companion filings, signer, and contents | Officer/authorized representative signs X-10 Articles stating entity forms/jurisdictions, approval, plan location/free-copy promise, and LLC authorized votes for/against. Attach resulting Hawaii registration document; foreign result also files process-agent/enforcement agreements (§§ 428-902.6, -903(8); X-10) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | $100 profit conversion filing; filing-effective or delay ≤30 days. Before effect, plan procedure or members govern abandonment without further member action; postfiling statement due before effect. No good-standing or tax-clearance attachment stated (§§ 428-206(d), -902.5(e)-(f), -1301(a)(4); X-10) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | Continues without interruption; property/title automatically remains subject to liens, liabilities/obligations and creditor rights continue, proceedings continue without substitution, interests convert, and preexisting owner liability follows written/prior/resulting-law rules (§ 428-903) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | Former domestic-LLC members receive plan rights or dissent rights under § 414-342; foreign result files an enforcement agreement. Merger is separately authorized and is not treated here as a substitute (§§ 428-903(6), (8), 428-904) |
Requirements one by one
Hawaii calls both changes conversion
A Hawaii LLC may convert into a foreign LLC or another qualifying entity. A qualifying foreign LLC or other entity may convert into a Hawaii LLC. Hawaii therefore handles same-type interstate movement through conversion rather than a separately named domestication route. Haw. Rev. Stat. §§ 428-901 and 428-902.5.
The plan names both entities, states continuation in the resulting form, identifies that form and jurisdiction, and states the ownership-conversion basis. Destination law must permit an outbound transaction and resulting formation; origin law must permit an inbound transaction. Haw. Rev. Stat. § 428-902.5.
Approval imports the LLC merger rule
The LLC acts on the plan under §§ 428-904 to -906 as if the conversion were a merger in which it did not survive. The operating agreement may control; under the stated default, an agreement-specified ownership percentage cannot be below a majority, while silence requires all members. Haw. Rev. Stat. §§ 428-903 to 428-904.
No member becomes personally liable from conversion without consent. Existing owner liability continues only through the statute's written-agreement, preexisting-law, or resulting-law branches. Haw. Rev. Stat. §§ 428-902.5(a)(4) and 428-903(7).
X-10 records approval and the resulting form
An officer or authorized representative signs Articles of Conversion. They identify both entities and jurisdictions, state approval, locate the executed plan, promise a free copy on written request, and report authorized LLC votes for and against. A resulting Hawaii registration document attaches. Haw. Rev. Stat. § 428-902.6; Hawaii DCCA Form X-10 (rev. 11/2025).
The profit conversion filing is $100. It is effective on filing or may delay no more than 30 days. The plan procedure or members govern abandonment before effect; if articles were filed, an authorized representative files the abandonment statement before the delayed time. Haw. Rev. Stat. §§ 428-206 and 428-1301; § 428-902.5(e)-(f).
The entity, property, obligations, and creditor rights continue
The converted entity continues without interruption. Property and title remain without reversion or impairment but subject to liens; liabilities and obligations continue; creditor rights remain; proceedings need no substitution; and interests convert under the plan. Haw. Rev. Stat. § 428-903.
Former members of a converting domestic LLC receive the plan's rights or the expressly cross-referenced dissent rights under § 414-342. A foreign result also files Hawaii service-agent and enforcement agreements. Haw. Rev. Stat. §§ 428-903 and 414-342.
What trips people up
Section 428-902 is repealed, but that does not eliminate LLC conversion. The current authority is in §§ 428-902.5 and 428-902.6, while § 428-903 supplies the effects. The decimal section numbers are operative current law.
Common questions
May a Hawaii LLC become a foreign LLC directly?
Yes. Hawaii calls that same-type jurisdiction change a conversion, and the foreign jurisdiction must permit it. Haw. Rev. Stat. § 428-902.5(a).
Can members abandon after approving the plan?
Yes before effect, without further member action, under the plan or the method the members determine if the plan is silent. A postfiling statement must arrive before effect. Haw. Rev. Stat. § 428-902.5(e)-(f).
Does the filing preserve creditor rights?
Yes. Creditor rights continue against the result, and existing liens or encumbrances remain on the property. Haw. Rev. Stat. § 428-903(2), (4).
Statutes and sources
- Haw. Rev. Stat. §§ 428-901, -902.5, and -902.6 — entity scope, conversion authority, plan, approval, abandonment, and articles; official § 428-902.5 (accessed September 8, 2026).
- Haw. Rev. Stat. §§ 428-903 to -904 — continuity, liability, foreign-result agreements, and imported merger approval; official § 428-903 (accessed September 8, 2026).
- Haw. Rev. Stat. §§ 428-206 and -1301 — delayed effectiveness and fees; official § 428-206 (accessed September 8, 2026).
- Haw. Rev. Stat. § 414-342 — cross-referenced dissent procedure; official text (accessed September 8, 2026).
- Hawaii DCCA Form X-10 (rev. 11/2025) — current filing fields, signer, fee, and timing; official form (accessed September 8, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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