Nonprofit Corporation Administrative Dissolution and Reinstatement in Hawaii

At a glance

Requirements one by one

Grounds and notice

Section 414D-248 lists unpaid prescribed fees, annual reports unfiled for two years, failure to appoint and maintain a service-of-process agent, and failure to file the required agent name or business-address change statement. Section 414D-308(a) requires a domestic corporation to deliver an annual report to the department director.

Under § 414D-249(a)–(b), the director mails written notice to the corporation's last known address in agency records. The corporation has 60 days after the mailing date to correct each stated ground or demonstrate that it does not exist. The director then may sign and file a decree stating the ground and effective dissolution date.

Status after dissolution

Section 414D-249(c)–(d) preserves corporate existence for winding up, liquidation, and claimant notice; it also preserves the registered agent's authority. Section 414D-245 describes permitted winding-up acts, including protecting assets and discharging obligations.

Reinstatement and review

Under § 414D-250(a), the corporation may apply within two years after dissolution's effective date. It supplies its name and dissolution date, all overdue reports and fees, and a tax-department certificate or writing showing taxes paid, a payment arrangement, or a pending administrative or judicial tax-liability contest. A conflicting registered or reserved name, trade name, trademark, or service mark requires registration of a new name under subsection (b).

If the application is correct, the director cancels the dissolution certificate, files a reinstatement certificate, and mails a copy. Effective reinstatement relates back to the dissolution date (§ 414D-250(c)–(d)). A written denial explains the reasons; § 414D-251 permits a circuit-court appeal within 30 days after mailing and identifies the documents to attach.

What trips people up

The two-year report default in § 414D-248 is a ground for commencing administrative dissolution; the actual status change follows the mailed notice, cure opportunity, and filed decree under § 414D-249. The reinstatement application separately requires tax-department writing even though § 414D-248 does not list unpaid taxes as a dissolution ground.

Common questions

Can the nonprofit continue ordinary activities after administrative dissolution?

Section 414D-249(c) allows only activity needed to wind up, liquidate, and notify claimants; § 414D-245 gives examples of winding-up acts.

Does a name conflict automatically defeat reinstatement?

Section 414D-250(b) allows reinstatement if the nonprofit registers a new name through the chapter's amendment provisions.

Can a denied application be reviewed?

Yes. Section 414D-251(b) allows a circuit-court petition within 30 days after the director mails the denial notice.

Statutes and sources

Haw. Rev. Stat. § 414D-245

§414D-245 Effect of dissolution. (a) A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (1) Preserving and protecting its assets and minimizing its liabilities; (2) Discharging or making provision for discharging its liabilities and obligations; (3) Disposing of its properties that will not be distributed in kind; (4) Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which occurs by reason of the dissolution in accordance with that condition; (5) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; (6) If the corporation is a public benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets to one or more persons described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one or more public benefit corporations; (7) If the corporation is not a public benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving; and (8) Doing every other act necessary to wind up and liquidate its assets and affairs. (b) Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) Subject its directors or officers to standards of conduct different from those prescribed in part VIII; (3) Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (4) Prevent commencement of a proceeding by or against the corporation in its corporate name; (5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (6) Terminate the authority of the registered agent.

Source: https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414D/HRS_0414D-0245.htm (accessed 2026-09-29).

Haw. Rev. Stat. § 414D-248

§414D-248 Grounds for administrative dissolution. The department director may commence a proceeding under section 414D-249 to administratively dissolve a corporation if the corporation fails to: (1) Pay any fees prescribed by law; (2) File its annual report for a period of two years; (3) Appoint and maintain an agent for service of process as required; or (4) File a statement of a change in the name or business address of the agent as required under chapter 425R.

Source: https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414D/HRS_0414D-0248.htm (accessed 2026-09-29).

Haw. Rev. Stat. § 414D-249

§414D-249 Procedure for and effect of administrative dissolution and effect of expiration. (a) If the department director determines that one or more grounds exist under section 414D-248 for dissolving a corporation, the department director shall give written notice of the department director's determination by mailing the notice to the corporation at its last known address appearing in the records of the department director. (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the department director that each ground determined by the department director does not exist within sixty days after the date of mailing of the department director's written notice, the department director may administratively dissolve the corporation by signing a decree of dissolution that recites any grounds for dissolution and its effective date. The decree shall be filed in the department director's office. (c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 414D-245 and notify its claimants under sections 414D-246 and 414D-247. (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent. (e) If a corporation's period of duration specified in its articles of incorporation has expired, the corporation continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its business and affairs under section 414D-245 and notify claimants under sections 414D-246 and 414D-247. (f) The corporation, at any time within two years of the expiration of its period of duration, may amend its articles of incorporation to extend its period of duration and, upon the amendment, the corporation may resume carrying on its activities as if the expiration had never occurred; provided that if the name of the corporation, or a name substantially identical is registered or reserved by another entity, or if that name or a name substantially identical is registered as a trade name, trademark, or service mark, the extension of its period of duration shall be allowed only upon the registration of a new name by the corporation pursuant to the amendment provisions of this chapter.

Source: https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414D/HRS_0414D-0249.htm (accessed 2026-09-29).

Haw. Rev. Stat. § 414D-250

§414D-250 Reinstatement following administrative dissolution. (a) A corporation administratively dissolved under section 414D-249 may apply to the department director for reinstatement within two years after the effective date of dissolution. The application shall: (1) Recite the name of the corporation and the effective date of its administrative dissolution; (2) Contain all reports due and unfiled; (3) Contain the payment of all delinquent fees; and (4) Contain a certificate or other writing from the department of taxation indicating that all taxes owed by the corporation have been paid, a payment arrangement has been entered into, or the unpaid tax liabilities are being contested in an administrative or judicial appeal with the department of taxation. (b) Within the applicable reinstatement period, should the name of the corporation, or a name substantially identical thereto be registered or reserved by another corporation, partnership, limited partnership, limited liability company, or limited liability partnership, or should the name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then reinstatement shall be allowed only upon the registration of a new name by the administratively dissolved corporation pursuant to the amendment provisions of this chapter. (c) If the department director determines that the application contains the information required by subsection (a) and that the information is correct, the department director shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and mail a copy to the corporation at its last known address appearing in the records of the department director. (d) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.

Source: https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414D/HRS_0414D-0250.htm (accessed 2026-09-29).

Haw. Rev. Stat. § 414D-251

§414D-251 Appeal from denial of reinstatement. (a) The department director, upon denying a corporation's application for reinstatement following administrative dissolution, shall mail a written notice to the corporation or its designated representative that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinstatement to the circuit court within thirty days after the notice of denial is mailed. The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the department director's certificate of dissolution, the corporation's application for reinstatement, and the department director's notice of denial. (c) The court may summarily order the department director to reinstate the dissolved corporation or may take other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings.

Source: https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414D/HRS_0414D-0251.htm (accessed 2026-09-29).

Haw. Rev. Stat. § 414D-308

§414D-308 Annual report. (a) Each domestic corporation, and each foreign corporation authorized to transact business in the State, shall deliver to the department director an annual report on a form prescribed and furnished by the department director that sets forth: (1) The name of the corporation and the jurisdiction under whose law it is incorporated; (2) The mailing address of its principal office and the information required by section 425R-4(a); (3) The names and addresses of its directors and officers; and (4) A brief description of the nature of its activities.

Source: https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414D/HRS_0414D-0308.htm (accessed 2026-09-29).