Hawaii Foreign LLC Certificate of Authority Filing Package

Hawaii Foreign LLC Certificate of Authority Filing Package

Overview

A limited liability company organized under the laws of a state or jurisdiction other than Hawaii ("foreign LLC") must obtain a Certificate of Authority from the Hawaii Department of Commerce and Consumer Affairs (DCCA), Business Registration Division, before transacting business in Hawaii. The application is made on Form FLLC-1, Application for Certificate of Authority for Foreign Limited Liability Company, and is governed by HRS Chapter 428, the Hawaii Uniform Limited Liability Company Act.

Notable Hawaii features:

• Form FLLC-1 is the prescribed application form.
• Filing fee: $50.00 plus a $1.00 Hawaii State Archives fee = $51.00 total (one of the lowest foreign-LLC qualification fees in the United States).
• Certificate of Good Standing from the home jurisdiction must be dated no more than 60 days prior to filing. If in a foreign language, an attested translation is required.
• Annual report (Form C6) is required every year during the calendar quarter of the original registration anniversary. The fee is $15.00 (paper) or $12.50 (online).
• General Excise Tax (GET) license required separately — foreign LLCs doing business in Hawaii must obtain a GET license from the Department of Taxation (a one-time $20 registration), as Hawaii's GET applies broadly to gross receipts.

Pre-Filing Checklist

☐ Confirm activities require foreign qualification (review HRS § 428-1003 safe-harbor list — defending litigation, holding member/manager meetings, maintaining bank accounts, selling through independent contractors, soliciting orders requiring home-state acceptance, isolated transactions completed within 30 days, conducting interstate commerce, etc., do not constitute transacting business).

☐ Conduct a business name search on the Hawaii Business Express search portal (https://hbe.ehawaii.gov/documents/search.html) to confirm distinguishability and compliance with HRS §§ 428-105 and 428-1005.

☐ If the true name is unavailable in Hawaii, adopt and use a fictitious name; include in Form FLLC-1.

☐ Optionally reserve the name for 120 days (Form X-1, $10 fee).

☐ Obtain a Certificate of Existence/Good Standing from the home jurisdiction dated within 60 days of submission. If in a foreign language, obtain an attested translation.

☐ Appoint a Hawaii registered agent meeting HRS § 428-107 requirements:

• An individual resident of Hawaii over 18, OR
• A business entity authorized to transact business in Hawaii.
• Must have a physical Hawaii address (no P.O. boxes).
• Available during regular business hours to receive service of process.

☐ Determine principal mailing address (where the list of member names, addresses, and capital contributions will be maintained until cancellation).

☐ Determine LLC duration (at-will or specific termination date).

☐ Determine management type (member-managed or manager-managed).

☐ Determine member liability (typically "shall not be liable").

☐ Create a Hawaii Business Express (eHawaii.gov) account to file online and concurrently apply for tax registrations.

☐ Confirm payment ($50 + $1 archive fee; expedited review available for $25 extra).

Filing Fee Schedule

Application for Certificate of Authority — Form FLLC-1

Filed Pursuant to HRS §§ 428-1002 and 428-1004

Submit to: Hawaii Department of Commerce and Consumer Affairs, Business Registration Division, P.O. Box 40, Honolulu, HI 96810 (mail); 335 Merchant Street, Room 201, Honolulu, HI 96813 (in-person); or via Hawaii Business Express at https://hbe.ehawaii.gov.

Article I — Name

1.1 The name of the foreign limited liability company in its jurisdiction of organization:

[________________________________]

1.2 If the name in Article 1.1 does not comply with HRS §§ 428-105 / 428-1005 or is not available in Hawaii, the fictitious name under which the foreign LLC will transact business in Hawaii:

[________________________________]

Article II — Jurisdiction of Organization

The state or jurisdiction under whose laws the foreign LLC is organized:

[________________________________]

Article III — Principal Mailing Address

The principal mailing address of the foreign LLC. The foreign LLC must maintain at this address a current list of all member names, addresses, and capital contributions until cancellation of authority.

Article IV — Hawaii Registered Agent

Article V — Duration

☐ At-will

☐ Specific termination date: [__/__/____]

Article VI — Management

☐ Member-managed

☐ Manager-managed

Article VII — Members / Managers

7.1 Names and addresses of each member (if member-managed) or each manager (if manager-managed):

Article VIII — Member Liability

The liability of members for the debts, obligations, and liabilities of the foreign LLC is:

☐ Members shall not be liable for the debts, obligations, or liabilities of the LLC (default for most LLCs).

☐ Members shall be liable for the debts, obligations, and liabilities of the LLC.

☐ Members shall be liable only for the following specific debts, obligations, or liabilities of the LLC: [________________________________]

Article IX — Certificate of Existence Attached

☐ Certificate of Good Standing / Existence from the jurisdiction of organization, dated within sixty (60) days of submission, is attached. If in a language other than English, an attested translation is also attached.

Article X — Effective Date

☐ Upon filing by DCCA

☐ Delayed effective date (within 30 days): [__/__/____]

Article XI — Execution

The undersigned, being a person authorized to execute this Application on behalf of the foreign LLC, hereby applies for a Certificate of Authority to transact business in Hawaii under HRS §§ 428-1002 and 428-1004 and certifies under penalty of perjury under the laws of Hawaii that the information set forth herein is true and correct. If the foreign LLC is manager-managed, the Application must be signed by at least one manager; if member-managed, by at least one member.

Payment

Make checks payable to DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS for the exact amount ($51.00 standard or $76.00 with expedited review). Credit card payment available with the Business Registration Division Credit Card Transaction Form.

Acceptance of Appointment as Registered Agent (Hawaii)

The undersigned hereby accepts designation as registered agent for service of process in Hawaii for [NAME OF FOREIGN LLC], and confirms that the undersigned meets the requirements of HRS § 428-107.

Name Distinguishability and Fictitious Name

Under HRS §§ 428-105 and 428-1005, the name of a foreign LLC transacting business in Hawaii:

• Must contain "Limited Liability Company," "Limited Company," "L.L.C.," "LLC," "L.C.," or "LC."
• Must be distinguishable on the records from existing entity names and reserved/registered names.
• Must not contain words restricted by Hawaii statutes (e.g., "bank," "insurance," "trust") without applicable regulatory approval.
• Must not contain words implying a governmental or public agency affiliation.

If the foreign LLC's true name is unavailable or non-complying, the foreign LLC must adopt a fictitious name in the Application that meets these requirements. The fictitious name must be used in all Hawaii business activity.

Resolution Adopting Fictitious Name (Sample)

RESOLVED, that [True Legal Name of LLC], a limited liability company organized under the laws of [Home State], having determined that its true legal name is not available in Hawaii or does not comply with HRS §§ 428-105 / 428-1005, hereby adopts the fictitious name "[Fictitious Name]" for purposes of transacting business in Hawaii, and authorizes [Authorized Signatory] to execute and file Form FLLC-1 designating such fictitious name.

Post-Qualification Compliance Checklist

☐ Receive the file-stamped Certificate of Authority and stamped FLLC-1 from DCCA Business Registration Division; retain in company records.

☐ Obtain a General Excise Tax (GET) license from the Hawaii Department of Taxation by filing Form BB-1, Basic Business Application (one-time $20 registration). The GET applies to gross receipts derived from doing business in Hawaii.

☐ Register for other applicable taxes via Form BB-1:

• Transient Accommodations Tax (for short-term lodging activities).
• Withholding Tax (if Hawaii employees).
• Use Tax.
• Unemployment Insurance via DLIR.

☐ Register with the Hawaii Department of Labor and Industrial Relations (DLIR) for unemployment insurance and workers' compensation if Hawaii employees.

☐ Obtain any required county-level business licenses (Honolulu, Hawaii, Maui, Kauai counties).

☐ Obtain any required industry-specific licenses (e.g., contractor, real estate, healthcare).

☐ Calendar the annual report (Form C6) due date: filed during the calendar quarter that contains the anniversary of the foreign LLC's registration in Hawaii. Fee: $12.50 online / $15.00 paper.

☐ Maintain at the principal mailing address (Article III) a current list of all member names, addresses, and capital contributions, updated until cancellation of authority.

☐ Maintain continuous registered agent designation. File Form X-7 (change of agent) or X-8 (change of agent's address) promptly if either changes; $25 fee.

☐ File Articles of Amendment if there is a change in name, duration, management structure, member liability, or other material information.

☐ Maintain good standing in the home jurisdiction.

☐ File federal Beneficial Ownership Information (BOI) report with FinCEN under the Corporate Transparency Act if applicable.

Annual Report (Form C6)

Withdrawal — Application for Certificate of Cancellation (Form FLLC-2)

Under HRS § 428-1007, a foreign LLC may cancel its Certificate of Authority by filing Form FLLC-2.

Pre-Withdrawal Checklist

☐ Cease transacting business in Hawaii.

☐ Pay or provide for payment of all Hawaii taxes (GET, withholding, TAT, use tax, UI).

☐ Cancel GET license with Hawaii Department of Taxation.

☐ Cancel UI account with DLIR.

☐ Provide notice to known Hawaii creditors and counterparties.

☐ File Form FLLC-2 with DCCA ($25 + $1 archive fee).

Form FLLC-2 — Application for Certificate of Cancellation (Sample Content)

The undersigned foreign limited liability company hereby surrenders its Certificate of Authority to transact business in Hawaii under HRS § 428-1007, and consents that service of process based on any cause of action arising during the period of authority may be made on the Director of DCCA at the address listed above.

Revocation of Certificate of Authority

Under HRS § 428-1006, the Director of DCCA may revoke the Certificate of Authority of a foreign LLC for grounds including:

• Failure to file annual report or pay annual report fee within 60 days of due date.
• Failure to maintain a registered agent or registered office in Hawaii for 60 days or more.
• Failure to notify of resignation of registered agent or change of agent's address within 30 days.
• Misrepresentation of a material matter in any filing.
• Dissolution or termination in the jurisdiction of organization.

A foreign LLC may seek reinstatement by curing the grounds for revocation and paying all delinquent fees and reinstatement charges.

Consequences of Transacting Business Without a Certificate of Authority

Under HRS § 428-1008:

• A foreign LLC transacting business in Hawaii without a Certificate of Authority may not maintain any action or proceeding in any Hawaii court until it obtains a Certificate.
• Failure to obtain a Certificate does not impair the validity of any contract or act of the foreign LLC, nor prevent it from defending an action in Hawaii courts.
• The foreign LLC is liable for all fees that would have been imposed had it duly obtained a Certificate, plus penalties.
• The Attorney General may bring an action to restrain a foreign LLC from transacting business in Hawaii in violation of the Act (HRS § 428-1009).

2024–2025 Reforms and Notes

• Hawaii Business Express continues to be the preferred online filing platform, offering a discount on the annual report fee ($12.50 vs. $15.00 paper).
• General Excise Tax (GET) remains broadly applied to gross receipts from doing business in Hawaii — foreign LLCs should register with the Department of Taxation concurrent with foreign qualification.
• Updated Form FLLC-1 released March 2023; current revision incorporates email contact and digital signature fields.
• Corporate Transparency Act / FinCEN BOI: Foreign LLCs registered to do business in Hawaii are subject to federal BOI reporting unless exempt. Status of CTA enforcement remains subject to ongoing litigation; verify current BOI obligations with FinCEN.

Sources and References

• HRS Chapter 428 (Hawaii Uniform Limited Liability Company Act): https://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/
• DCCA Business Registration Division: https://cca.hawaii.gov/breg/
• Foreign LLC Page: https://cca.hawaii.gov/breg/registration/fllc/
• Foreign LLC Forms: https://cca.hawaii.gov/breg/registration/fllc/forms/
• Hawaii Business Express: https://hbe.ehawaii.gov
• Hawaii Department of Taxation (GET, BB-1): https://tax.hawaii.gov
• Form FLLC-1 (Application for Certificate of Authority): on the DCCA FLLC Forms page
• Form FLLC-2 (Application for Cancellation): on the DCCA FLLC Forms page
• Form C6 (Annual Report): on the DCCA FLLC Forms page

END OF HAWAII FOREIGN LLC CERTIFICATE OF AUTHORITY FILING PACKAGE