Nonprofit Corporation Voluntary Dissolution Filing Requirements in Hawaii

At a glance

Requirements one by one

Authorization and notice

Section 414D-242 requires a plan indicating who receives assets after creditors are paid. Meeting notice or consent-solicitation materials must include that plan or a summary. Its member-vote rule uses the lower of two-thirds of votes cast or a majority of voting power, subject to greater or class requirements. The consent alternative in § 414D-104 instead uses at least 80% of voting power, with notice to nonsigning members and a ten-day effectiveness rule.

Filing and effective time

Section 414D-243 allows articles “[a]t any time after dissolution is authorized.” The document reports required approval and class-vote information. Section 414D-3 requires certified execution by an authorized signer with the signer’s name and capacity. The articles can specify a delayed effective date up to thirty days after filing; without a stated time, the delayed date takes effect at close of business under § 414D-6.

Revocation

Section 414D-244 requires revocation articles and a copy of the dissolution articles. Once effective, revocation relates back and the corporation resumes activities as if dissolution had never occurred. Section 414D-5(a)(8) supplies the $10 residual-document fee.

What trips people up

Public-benefit corporations must give the Attorney General a written dissolution notice with the plan or summary before delivering articles. Under § 414D-233, asset transfers ordinarily wait twenty business days after that notice; written consent or written notice that the Attorney General will take no action permits an earlier transfer. Substantial completed transfers also trigger a recipient-and-asset list.

A conflicting name registered or reserved during the revocation period can require a new-name amendment before revocation under § 414D-244(d).

The early route in § 414D-241 requires both no members and no commenced business. Its articles also report adoption of the recipient plan.

Common questions

Does dissolution end the registered agent’s authority? No. Section 414D-245(b)(6) expressly preserves it.

Does dissolution itself transfer property title? No. Section 414D-245(b)(1) says title does not transfer merely because the corporation dissolved. Subsection (a) governs winding-up powers and asset boundaries.

Statutes and sources

Haw. Rev. Stat. § 414D-241

Dissolution by incorporators, initial directors, and third persons. A majority of the incorporators or initial directors of a corporation that has no members and has not commenced business, subject to any approval required by the articles or bylaws, may dissolve the corporation by delivering to the department director articles of dissolution that set forth: (1) The name of the corporation; (2) The date of its incorporation; (3) That the corporation has no members and that the corporation has not commenced business; (4) That a plan of dissolution, indicating to whom the assets owned or held by the corporation shall be distributed after all creditors have been paid, has been adopted; and (5) That a majority of the incorporators or initial directors authorized the dissolution.

Official statute (accessed 2026-09-30).

Haw. Rev. Stat. § 414D-242

Dissolution by directors, members, and third persons. (a) Unless this chapter, any other state law, the articles, the bylaws, or the board of directors or members (acting pursuant to subsection (c)) require a greater vote or voting by class, dissolution is authorized if it is approved: (1) By the board; (2) By the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 414D-188 for an amendment to the articles or bylaws. (b) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which the approval is to be obtained in accordance with section 414D-145(c). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis. (d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 414D-105. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (e) If the board seeks to have dissolution approved by the members by written consent or ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. (f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official statute (accessed 2026-09-30).

Haw. Rev. Stat. § 414D-243

Articles of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department director articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3) A statement that dissolution was approved by a sufficient vote of the board; (4) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (B) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class; (6) If approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to section 414D-242(a)(3), a statement that the approval was obtained. (b) A corporation is dissolved upon the effective date of its articles of dissolution. The articles of dissolution may specify a delayed effective time and date, and if it does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the thirtieth day after the date it is filed.

Official statute (accessed 2026-09-30).

Haw. Rev. Stat. § 414D-244

Revocation of dissolution. (a) A corporation may revoke its dissolution within one hundred twenty days of its effective date. (b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department director for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (1) The name of the corporation; (2) The effective date of the dissolution that was revoked; (3) The date that the revocation of dissolution was authorized; (4) If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect; (5) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) If member or third person action was required to revoke the dissolution, the information required by section 414D-243(a)(5) or (6). (d) Within the applicable revocation of dissolution 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 revocation of dissolution shall be allowed only upon the registration of a new name by the dissolved corporation pursuant to the amendment provisions of this chapter. (e) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (f) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.

Official statute (accessed 2026-09-30).

Haw. Rev. Stat. § 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.

Official statute (accessed 2026-09-30).

Haw. Rev. Stat. § 414D-233

Notice to the attorney general of intention to dissolve. (a) A public benefit corporation shall give the attorney general written notice that it intends to dissolve before the time it delivers the articles of dissolution to the department director. The notice shall include a copy or summary of the plan of dissolution. (b) No assets shall be transferred or conveyed by a public benefit corporation as part of the dissolution process until twenty business days after it has given the written notice required by subsection (a) to the attorney general or until the attorney general has consented in writing to the dissolution, or indicated in writing that the attorney general will take no action in respect to, the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person (other than creditors) who received assets and indicate what assets each received.

Official statute (accessed 2026-09-30).

Haw. Rev. Stat. § 414D-3

Filing requirements. (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the department director. (b) This chapter must require or permit filing of the document with the department director. (c) The document must contain the information required by this chapter. It may contain other information as well. (d) The document must be typewritten or printed. (e) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of good standing required of foreign corporations need not be in English if accompanied by an English translation under oath of the translator. (f) The document must be certified and executed: (1) By the presiding officer of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (g) The person executing a document shall sign it and state beneath or opposite the signature the person's name and the capacity in which the person signs. The document may but need not contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; or (3) An acknowledgment, verification, or proof. (h) If the department director has prescribed a mandatory form for a document under section 414D-4, the document must be in or on the prescribed form. (i) The document shall be delivered to the office of the department director for filing and shall be accompanied by the correct filing fee and any penalty payment required under this chapter.

Official statute (accessed 2026-09-30).

Haw. Rev. Stat. § 414D-5

Filing, service, and copying fees. (a) The following fees shall be paid to the department director upon the filing of corporate documents: (1) Articles of incorporation, $50; (2) Articles of amendment, $10; (3) Restated articles of incorporation, $10; (4) Articles of merger, $50; (5) Articles of conversion, $50; (6) Articles of dissolution, $10; (7) Annual report of nonprofit domestic or foreign corporation, $5; (8) Any other statement, report, certificate, application, or other corporate document, except an annual report, of a nonprofit domestic or foreign corporation, $10; (9) Application for a certificate of authority, $50; (10) Application for a certificate of withdrawal, $10; (11) Reservation of corporate name, $10; (12) Transfer of reservation of corporate name, $10; (13) Good standing certificate, $5; (14) Special handling fee for review of corporation documents, excluding articles of merger or conversion, $25; (15) Special handling fee for review of articles of conversion or merger, $75; (16) Special handling fee for certificates issued by the department, $10 per certificate; (17) Special handling fee for certification of documents, $10; and (18) For filings relating to registered agents, the fees established by section 425R-2. (b) All special handling fees shall be credited to the compliance resolution fund established under section 26-9(o). (c) The department director shall adjust the fees assessed under this section, as necessary from time to time, through rules adopted pursuant to chapter 91.

Official statute (accessed 2026-09-30).

Haw. Rev. Stat. § 414D-6

Effective time and date of document. (a) Except as otherwise provided in subsection (b) and section 414D-7(c), a document is effective: (1) At the time of filing on the date it is filed, as evidenced by the department director's endorsement on the original document; or (2) At the time specified in the document as its effective time on the date it is filed. (b) Articles of dissolution, articles of conversion, and articles of merger may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the thirtieth day after the date filed.

Official statute (accessed 2026-09-30).

Haw. Rev. Stat. § 414D-104

Action by written consent. (a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members at a meeting may be approved without a meeting of members if the action is approved by members holding at least eighty per cent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty per cent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) If not otherwise determined under section 414D-103 or 414D-107, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a). (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the director. (d) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten days after the written notice is given.

Official statute (accessed 2026-09-30).

Haw. Rev. Stat. § 414D-105

Notice of meeting. (a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided that notice of matters referred to in subsection (c)(2) shall be given as provided in subsection (c). (c) Notice shall be fair and reasonable if: (1) The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten or more than sixty days before the meeting date; (2) Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under sections 414D-150, 414D-164, 414D-182, 414D-202, 414D-222, 414D-241, and 414D-242; and (3) Notice of a special meeting includes a description of the matter or matters for which the meeting is called. (d) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 414D-107, however, notice of the adjourned meeting shall be given under this section to the members of record as of the new record date.

Official statute (accessed 2026-09-30).

Haw. Rev. Stat. § 414D-111

Quorum requirements. (a) Unless this chapter, the articles, or the bylaws provide for a higher or lower quorum, ten per cent of the votes entitled to be cast on a matter shall be represented at a meeting of members to constitute a quorum on that matter. (b) A bylaws amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board. (c) A bylaws amendment to increase the quorum required for any member action shall be approved by the members. (d) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.

Official statute (accessed 2026-09-30).

Haw. Rev. Stat. § 414D-144

Action without meeting. (a) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. (b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (d) For purposes of this section, "written consent" includes a consent executed by an electronic or digital signature; provided that the corporation employs reasonable measures to authenticate the electronic or digital signature. Reasonable measures include commercially available security measures used by board meeting portal systems.

Official statute (accessed 2026-09-30).

Haw. Rev. Stat. § 414D-145

Call and notice of meetings. (a) Unless the articles, bylaws, or subsection (c) provides otherwise, regular meetings of the board may be held without notice. (b) Unless the articles, bylaws, or subsection (c) provides otherwise, special meetings of the board shall be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting. (c) In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven days' notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to section 414D-146. (d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or twenty per cent of the directors then in office may call and give notice of a meeting of the board.

Official statute (accessed 2026-09-30).

Haw. Rev. Stat. § 414D-147

Quorum and voting. (a) Except as otherwise provided in this chapter, the articles, or the bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors. (b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this chapter, the articles, or the bylaws require the vote of a greater number of directors.

Official statute (accessed 2026-09-30).