Hawaii: Voluntary LLC Dissolution and Cancellation Requirements
The short answer
A Hawaii LLC dissolves on an operating-agreement event or the member threshold stated in the agreement; if the agreement supplies no different threshold, all members must consent. After winding up, addressing debts and pending suits, and distributing the remaining assets, the LLC makes one $25 Articles of Termination filing. Legal existence ends when that filing takes effect.
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This is the general rule in Hawaii. Ezel applies current Hawaii law to your specific facts and answers with citations to the statutes.
| Governing law and scope | Hawaii Uniform Limited Liability Company Act, HRS ch. 428, ordinary domestic LLC dissolution, winding up, and termination; Articles of Termination go to DCCA's Business Registration Division (§§ 428-801 to -808) |
|---|---|
| Dissolution event and approval | Operating-agreement event or its stated number/percentage of members; absent a different agreement threshold, all members consent (§§ 428-801(1)-(2), 428-404(c)(9)) |
| Pre-filing status and tax clearance | No termination-specific good-standing, tax-clearance, or final-return certification or attachment appears in § 428-805 or current Form LLC-11. The filing instead certifies debts/provisions, asset distributions, pending-suit treatment, and completed winding up |
| Winding-up authority and powers | A member who did not wrongfully dissociate may wind up; the last surviving member's legal representative may act. Powers include temporary preservation, litigation, closure, transfers, liability discharge, distributions, settlements, and publication (§ 428-803) |
| Creditor notice and claims | Known-claim procedure is optional; if used, written notice gives ≥120 days, then 90 days to sue after rejection. Optional statewide publication runs once in each of 4 successive weeks and creates a 2-year action bar measured from the later of final publication or termination filing (§§ 428-807 to -808) |
| Debts, reserves, and distributions | Before termination, pay/discharge or adequately provide for all debts, liabilities, and obligations, address pending judgments, and distribute remaining property. Pay creditors including member-creditors, return unreturned contributions, then divide the remainder equally; solvency tests and 2-year unlawful-distribution liability apply (§§ 428-805 to -806, 428-406 to -407) |
| Termination filing and signer | One terminal filing after dissolution and winding up: Form LLC-11 Articles of Termination states publication dates or none, debt provision, completed distributions, pending-suit provision, and completed winding up. A manager signs for a manager-managed LLC; a member for a member-managed LLC; attorney-in-fact allowed (§§ 428-805, 428-205; Form LLC-11) |
| Fee, method, and effective date | $25 base fee; DCCA's fee schedule separately notes a $1 State Archives fee for permanent records and a $25 optional expedite fee. File LLC-11 online through Hawaii Business Express or by email, mail, fax, or service window. Existence ends on filing or a stated later time/date no more than 30 days later (§§ 428-805, 428-1301; DCCA pages/form) |
| Survival, revocation, and post-closure | The LLC continues after dissolution only to wind up; before winding up finishes, unanimous members may resume as if dissolution never occurred. Unbarred claims may reach undistributed or distributed assets; articles of correction can fix an erroneous filing. The 2-year reinstatement route applies only to administrative termination (§§ 428-802, -808, 428-207, -811) |
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Requirements one by one
The operating agreement sets the first approval rule
HRS § 428-801(1)-(2) recognizes an event in the operating agreement and the
number or percentage of members stated there. If the agreement supplies no
different threshold, HRS § 428-404(c)(9) makes consent to dissolve a matter
requiring all members.
The dissolution event starts winding up. It does not itself end the LLC's legal
existence.
Dissolution limits the company to winding up
HRS § 428-802 says the LLC continues after dissolution only to wind up. A
member who did not wrongfully dissociate may participate, and the last surviving
member's legal representative may act. A circuit court may order supervision
for good cause.
HRS § 428-803 permits reasonable temporary preservation as a going concern,
litigation, closure, property transfers, liability discharge, distributions,
mediation, arbitration, publication, and other necessary acts. Those powers do
not authorize an indefinite return to ordinary business.
The claim-bar procedures are optional
HRS § 428-807 says a dissolved LLC “may” dispose of known claims through the
statutory procedure. If it chooses that route, written notice must allow at
least 120 days to submit a claim. A claimant whose timely claim is rejected has
90 days after receiving the rejection to begin enforcement. This procedure
does not cover contingent claims or claims based on post-dissolution events.
HRS § 428-808 separately permits publication. The notice must run at least once
in each of four successive weeks through a statewide publication or
publications whose combined circulation is statewide. Covered claims are barred
unless enforcement starts within two years after the later of the final
publication date or the Articles of Termination filing.
Debts and pending suits must be addressed before filing
HRS § 428-805 permits termination only after debts, liabilities, and obligations
have been paid and discharged or adequately provided for and remaining property
has been distributed. The Articles also state that no suit is pending or that
adequate provision exists for any resulting judgment, order, or decree.
HRS § 428-806 pays creditors first, including members who are creditors. The
statutory default then returns unreturned contributions and divides the
remainder equally.
HRS § 428-406 adds cash-flow and balance-sheet-plus-preferences tests. Under HRS
§ 428-407, a responsible member or manager may owe the excess unlawful
distribution, and a manager-managed member who knowingly received too much may
also be liable. A proceeding under that section must start within two years
after the distribution.
No termination-specific tax-clearance attachment is listed
HRS § 428-805 and current Form LLC-11 list the required termination statements:
publication dates or no publication, treatment of debts and pending suits,
distribution of remaining assets, and completed winding up. Neither source
lists a good-standing certificate, Department of Taxation clearance, final
state return, or tax-payment certification as an attachment or filing
condition.
That filing rule should not be read as erasing separate tax obligations or
deadlines outside the Articles of Termination.
One filing ends legal existence
After winding up, the LLC files Articles of Termination under HRS § 428-805.
HRS § 428-205 calls for a manager's signature for a manager-managed LLC and a
member's signature for a member-managed LLC. An attorney-in-fact may sign, and
the power of attorney need not accompany the filing.
HRS § 428-1301 and current Form LLC-11 set the base filing fee at $25. DCCA's
published fee schedule separately lists a $25 optional expedited-review charge
and notes the additional $1 State Archives fee for permanent records under HRS
§ 94-8(c). Form LLC-11 is available online through Hawaii Business Express. DCCA
also accepts signed paper filings by email, mail, fax, or at its service window.
The LLC's existence ends when the Articles are filed or at a specified later
time and date. HRS § 428-206 caps that delay at 30 days.
Continuation is available only before winding up finishes
All members may unanimously waive winding up and termination before the wind-up
process finishes. Under HRS § 428-802(b), the LLC then resumes as if dissolution
had not occurred, subject to protection for third-party rights.
HRS § 428-207 permits retroactive Articles of Correction for a false or
erroneous statement or defective certification or signature, while protecting
a person who relied on the uncorrected filing. HRS § 428-811's two-year
reinstatement route is expressly limited to an LLC terminated administratively
under HRS § 428-810; it is not a reinstatement path for voluntary Articles of
Termination.
What trips people up
Hawaii uses “dissolution” for the internal event and “termination” for the
filing that ends legal existence. An ordinary voluntary closure does not have a
separate Articles of Dissolution filing. Filing Form LLC-11 before winding up is
complete would contradict both HRS § 428-805 and the form's certifications.
Publication is not a universal prerequisite. Form LLC-11 expressly permits the
company to state that publication was not made. If the company elects
publication, however, the four-successive-week format and the two-year clock in
HRS § 428-808 apply.
Form LLC-11's item 7 instructions use “Articles of Dissolution” in several
places, but the form's title, operative certifications, and HRS § 428-805 all
identify the terminal filing as Articles of Termination.
Common questions
Does every Hawaii LLC need to publish before terminating?
No. HRS § 428-808 says the LLC “may” publish, and Form LLC-11 has a
“Publication was not made” selection. Publication is an optional claim-bar
procedure, not a filing prerequisite.
Can an LLC terminate while a lawsuit is pending?
Only if it makes adequate provision for any judgment, order, or decree that may
be entered. Otherwise, HRS § 428-805 and Form LLC-11 require the company to
state that no suit is pending.
Can members change their minds after voting to dissolve?
Yes, but only before winding up is complete. HRS § 428-802(b) requires unanimous
waiver and then treats the LLC as though dissolution had not occurred, subject
to protected third-party rights.
Is there a reinstatement period after voluntary termination?
Chapter 428 provides a two-year reinstatement route for administrative
termination. HRS § 428-811 does not extend that route to a voluntary Form
LLC-11 filing; only the narrower correction procedure in HRS § 428-207 is
identified for an erroneous filed record.
Statutes and sources
- HRS §§ 428-404 and 428-801 — operating-agreement events and member
approval.
https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0404.htm
and
https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0801.htm
(accessed 2026-07-28) - HRS §§ 428-802 to 428-805 — continued existence, winding-up actors and
powers, termination certifications, and effective date.
https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0802.htm,
https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0803.htm,
and
https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0805.htm
(accessed 2026-07-28) - HRS §§ 428-806 to 428-808 — distribution order and optional known-claim
and publication procedures.
https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0806.htm,
https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0807.htm,
and
https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0808.htm
(accessed 2026-07-28) - HRS §§ 428-406 to 428-407 — solvency limits and unlawful-distribution
liability.
https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0406.htm
and
https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0407.htm
(accessed 2026-07-28) - HRS §§ 428-205 to 428-207 — signer, filing effectiveness, delayed date,
and correction.
https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0205.htm,
https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0206.htm,
and
https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0207.htm
(accessed 2026-07-28) - HRS § 428-811 — reinstatement after administrative, not voluntary,
termination.
https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0811.htm
(accessed 2026-07-28) - HRS §§ 428-1301 and 94-8 — filing, expedite, and permanent-record archives
fees.
https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-1301.htm
and
https://data.capitol.hawaii.gov/hrscurrent/Vol02_Ch0046-0115/HRS0094/HRS_0094-0008.htm
(accessed 2026-07-28) - DCCA Form LLC-11 — current Articles of Termination, certifications,
signer, fee, and delayed-effective-date choices.
https://cca.hawaii.gov/wp-content/uploads/2026/05/form_llc-11.pdf
(accessed 2026-07-28) - DCCA filing and fee pages — online and paper methods, online LLC-11
availability, fee schedule, and State Archives fee explanation.
https://cca.hawaii.gov/breg/registration/,
https://cca.hawaii.gov/breg/what-breg-forms-can-i-file-online/,
https://cca.hawaii.gov/wp-content/uploads/2025/12/Form-Fee-Schedule-12-2022.pdf,
and
https://cca.hawaii.gov/breg/state-archive-preservation-fee/
(accessed 2026-07-28)
Source links
Every statute quoted above, linked, with the date we checked it.
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