APPLICATION FOR CERTIFICATE OF AUTHORITY
To Transact Business in the State of Hawaiʻi
(HRS § 414-312; HRS § 428-1002)
[// GUIDANCE: This template is designed for use by foreign BUSINESS CORPORATIONS or LIMITED LIABILITY COMPANIES seeking authority to do business in Hawaiʻi. Delete or modify any inapplicable bracketed text before filing with the Hawaiʻi Department of Commerce & Consumer Affairs, Business Registration Division (“DCCA”). Attach the DCCA’s required paper or electronic filing cover sheet and filing fee check prior to submission.]
TABLE OF CONTENTS
I. Document Header.........................................................2
II. Definitions.............................................................2
III. Operative Provisions...................................................3
IV. Representations & Warranties............................................6
V. Covenants & Restrictions................................................7
VI. Default & Remedies......................................................8
VII. Risk Allocation........................................................8
VIII. Dispute Resolution....................................................9
IX. General Provisions......................................................9
X. Execution Block........................................................11
I. DOCUMENT HEADER
1.1 Title. Application for Certificate of Authority to Transact Business in the State of Hawaiʻi (the “Application”).
1.2 Applicant. [LEGAL NAME OF FOREIGN ENTITY], a [corporation/limited liability company/limited partnership] organized under the laws of the State/Commonwealth of [HOME JURISDICTION] (the “Applicant”).
1.3 Filing Authority. Filed pursuant to Hawaiʻi Revised Statutes (“HRS”) § 414-312 (foreign corporations) or § 428-1002 (foreign LLCs).
1.4 Effective Date. This Application shall become effective on the later of (i) the date stamped “filed” by the DCCA, or (ii) the delayed effective date (if any) specified in Section 3.10 below (the “Effective Date”).
1.5 Purpose. To obtain a Certificate of Authority enabling Applicant to lawfully “transact business” (as that term is construed under HRS § 414-311 and § 428-1001) within the State of Hawaiʻi.
II. DEFINITIONS
For purposes of this Application, capitalized terms have the meanings set forth below. Any term used but not defined herein has the meaning ascribed to it in the Hawaiʻi Business Corporation Act or Hawaiʻi Uniform Limited Liability Company Act, as applicable.
“Applicant” – The foreign business entity identified in Section 1.2.
“Certificate of Authority” – The document issued by the DCCA evidencing approval of this Application.
“DCCA” – The Hawaiʻi Department of Commerce & Consumer Affairs, Business Registration Division.
“Home Jurisdiction” – The state or foreign country under whose laws the Applicant was originally formed.
“Principal Office” – The street address of Applicant’s chief executive office as designated in Section 3.4.
“Registered Agent” – The individual or entity in Hawaiʻi appointed to receive service of process on behalf of Applicant, as designated in Section 3.5.
III. OPERATIVE PROVISIONS
3.1 Legal Name. Applicant’s exact legal name is [LEGAL NAME OF FOREIGN ENTITY].
3.2 Alternate/Fictitious Name in Hawaiʻi (if required).
☐ Applicant’s legal name is available for use in Hawaiʻi.
☐ Applicant will transact business in Hawaiʻi under the fictitious name [FICTITIOUS NAME], having filed an adopted name statement pursuant to HRS § 414-312(b)(1) / § 428-1002(b)(1).
3.3 Home Jurisdiction & Formation Details.
(a) State or Country of Formation: [HOME JURISDICTION]
(b) Date of Formation: [MM/DD/YYYY]
(c) Duration: ☐ Perpetual ☐ Expires on [MM/DD/YYYY]
3.4 Principal Office Address.
[STREET ADDRESS]
[CITY, STATE, ZIP, COUNTRY]
3.5 Registered Agent & Registered Office in Hawaiʻi.
(a) Name of Registered Agent: [NAME]
(b) Street Address of Registered Office (no P.O. Box):
[STREET ADDRESS]
[CITY], Hawaiʻi [ZIP]
[// GUIDANCE: The Registered Agent must sign the agent consent line in Section 10 or attach a separate signed written consent.]
3.6 Directors, Managers, or Managing Members. See Schedule 1 attached hereto and incorporated herein by reference.
3.7 Officers (if a corporation). See Schedule 1.
3.8 Business Activities in Hawaiʻi. Applicant proposes to engage in the following business activities within the State of Hawaiʻi: [DESCRIBE BUSINESS PURPOSE].
3.9 Certificate of Good Standing. A Certificate of Existence/Good Standing (or equivalent) dated within sixty (60) days of the filing date and issued by the filing office of the Home Jurisdiction is attached as Schedule 2.
3.10 Delayed Effective Date (optional). ☐ Not applicable.
☐ This Application shall be effective on [MM/DD/YYYY] at [TIME] Hawaiʻi-Aleutian Standard Time, not more than thirty (30) days after filing.
3.11 Authorized Shares (corporations only).
(a) Total number of shares the corporation is authorized to issue: [NUMBER]
(b) Class/Series and par value (if any): [CLASS / $ PAR]
3.12 Foreign Entity Type Selection (check one):
☐ Business Corporation (HRS Ch. 414)
☐ Nonprofit Corporation (HRS Ch. 414D)
☐ Limited Liability Company (HRS Ch. 428)
☐ Foreign Professional Corporation / LLC (attach additional statements)
IV. REPRESENTATIONS & WARRANTIES
4.1 Due Organization. Applicant is duly incorporated/organized, existing, and in good standing under the laws of the Home Jurisdiction.
4.2 Authority. The execution, delivery, and filing of this Application have been duly authorized by all necessary company action of Applicant.
4.3 Accuracy. The information contained herein, including all schedules and attachments, is true, correct, and complete as of the date executed below, and Applicant undertakes to promptly correct any material misstatement or omission.
4.4 No Disqualifying Conduct. Applicant is not barred from transacting business in Hawaiʻi under HRS § 414-311(e) or § 428-1001(d) (administrative revocation or judicial dissolution in Home Jurisdiction).
4.5 Survival. The representations and warranties in this Article IV shall survive until the earlier of (i) withdrawal of Applicant from Hawaiʻi, or (ii) revocation of the Certificate of Authority.
V. COVENANTS & RESTRICTIONS
5.1 Annual Reports. Applicant shall file an annual report with the DCCA on or before March 31 of each calendar year following the Effective Date and shall pay all required filing fees, in accordance with HRS § 414-472 (corporations) or § 428-210 (LLCs).
5.2 Maintenance of Registered Agent. Applicant shall continuously maintain a Registered Agent and Registered Office in Hawaiʻi and shall file a statement of change within thirty (30) days of any change thereto.
5.3 Compliance with Hawaiʻi Law. Applicant covenants to comply with all applicable provisions of Hawaiʻi law, including HRS Titles 23 & 23A (taxation) and all applicable licensing or permitting requirements related to its business activities.
5.4 Record-Keeping. Applicant shall keep at its Principal Office the records enumerated in HRS § 414-306 (corporations) or § 428-408 (LLCs) and shall make such records available for inspection as required by law.
5.5 Withdrawal. Applicant may voluntarily withdraw from the State of Hawaiʻi by filing a duly executed Application for Certificate of Withdrawal pursuant to HRS § 414-321 (corporations) or § 428-1007 (LLCs) and by satisfying all accrued fees and taxes.
VI. DEFAULT & REMEDIES
6.1 Events of Default. The following constitute events of default:
(a) Failure to file the required annual report for two consecutive years;
(b) Failure to maintain a Registered Agent for sixty (60) consecutive days;
(c) Material misrepresentation in this Application or any subsequent filing.
6.2 Administrative Action. Upon the occurrence of any Event of Default, the DCCA may administratively revoke the Certificate of Authority pursuant to HRS § 414-431 or § 428-1009.
6.3 Cure Period. Applicant shall have sixty (60) days after notice of delinquency from the DCCA to cure any correctable Event of Default before administrative revocation becomes effective.
6.4 Reinstatement. Applicant may seek reinstatement of a revoked Certificate of Authority within two (2) years of revocation by complying with HRS § 414-432 or § 428-1010, including payment of all penalties and delinquent fees.
VII. RISK ALLOCATION
[// GUIDANCE: The metadata specifies that indemnification and liability caps are “not applicable.” This Article is therefore intentionally minimal.]
7.1 Limitation of Remedies. Applicant acknowledges that the sole statutory remedy for non-compliance described in Article VI is administrative revocation; no private cause of action is created by this Application.
VIII. DISPUTE RESOLUTION
8.1 Governing Law. This Application and all rights and obligations hereunder are governed by, and construed in accordance with, the laws of the State of Hawaiʻi, without regard to its conflict-of-laws rules.
8.2 Forum Selection. Any judicial action relating to the interpretation or enforcement of Hawaiʻi business entity statutes shall be brought exclusively in the Circuit Court of the First Circuit, State of Hawaiʻi, Business Court Division (or any successor specialized business docket).
8.3 Arbitration; Jury Waiver; Injunctive Relief. Not applicable.
IX. GENERAL PROVISIONS
9.1 Amendments. Applicant may amend this Application only by filing an Amended Application for Certificate of Authority with the DCCA and paying all applicable fees.
9.2 Assignment. The Certificate of Authority is non-transferable; any conversion, merger, or domestication shall be effected in accordance with HRS Chapters 414, 414D, or 428, as applicable.
9.3 Severability. If any provision of this Application is held invalid under applicable law, the remaining provisions shall remain in full force and effect.
9.4 Entire Filing. This Application, together with all schedules, attachments, and the DCCA cover sheet, constitutes the entire filing required for qualification to transact business in Hawaiʻi.
9.5 Electronic Signatures. Signatures delivered via DCCA’s electronic filing system, DocuSign, or comparable technology approved by the DCCA shall be deemed original signatures for all purposes.
9.6 Counterparts. This Application may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.
X. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned duly authorized officer, manager, or member executes this Application on behalf of the Applicant on the date set forth below.
| Signature | |
|---|---|
| [NAME] | |
| Title: [TITLE – e.g., President / Manager] | |
| Date: [MM/DD/YYYY] |
CONSENT OF REGISTERED AGENT
I, the undersigned, hereby consent to serve as Registered Agent in the State of Hawaiʻi for the above-named Applicant and acknowledge the obligations set forth in HRS §§ 425R-7 & 8.
| Signature | |
|---|---|
| [NAME OF REGISTERED AGENT] | |
| Capacity: ☐ Individual ☐ Business Entity | |
| Date: [MM/DD/YYYY] |
Schedule 1
Directors, Officers, Managers, or Members
| Name | Title | Business Address |
|---|---|---|
| [NAME] | [TITLE] | [ADDRESS] |
| … | … | … |
Schedule 2
• Certificate of Existence/Good Standing from Home Jurisdiction (dated within 60 days)
• Any name consent or adopted name documentation (if applicable)
[// GUIDANCE: After completing all placeholders, attach Schedule 2 documents, prepare the DCCA cover sheet, and submit with the statutory filing fee (currently $50, plus $1 per attachment page; check latest fee schedule). Standard processing time is 3–5 business days; expedited (same-day) service is available for an additional $25.]