Foreign Qualification Application

APPLICATION FOR CERTIFICATE OF AUTHORITY FOR FOREIGN CORPORATION

Hawaii Foreign Profit Corporation — Form FC-1 Preparation Worksheet

Use this worksheet to prepare the current Hawaii Department of Commerce and Consumer Affairs, Business Registration Division application. It covers a foreign profit corporation only. A foreign nonprofit corporation, professional corporation, LLC, partnership, or other entity may use different law and forms.

1. PRE-FILING AUTHORITY REVIEW

Haw. Rev. Stat. § 414-431 generally requires a foreign corporation to obtain a certificate of authority before transacting business in Hawaii. Activities that, standing alone, do not constitute transacting business include:

• maintaining, defending, or settling a proceeding;
• holding director or shareholder meetings or conducting other internal-affairs activity;
• maintaining bank accounts;
• maintaining offices or agencies for transfer, exchange, or registration of the corporation's securities, or trustees or depositories for them;
• selling through independent contractors;
• soliciting or obtaining orders that require acceptance outside Hawaii before becoming contracts;
• creating or acquiring indebtedness, mortgages, or security interests as borrower or lender;
• securing or collecting debts or enforcing mortgages and security interests;
• owning real or personal property without more;
• completing an isolated transaction within 30 days outside a course of repeated like transactions; and
• transacting business in interstate commerce.

The statutory list is not exhaustive.

Hawaii activity reviewed:

[____________________________________________________________]

Review date: [MM/DD/YYYY]

Conclusion: ☐ File before transacting business ☐ Obtain Hawaii legal advice before deciding

Under § 414-432, an unauthorized foreign corporation generally may not maintain a Hawaii court proceeding until it obtains authority. It also owes the fees and penalties that would have applied during the unauthorized period. Lack of authority does not invalidate its corporate acts or prevent it from defending a proceeding.

2. ENTITY AND CORPORATE NAME

Entity type: Foreign profit corporation

Exact name on the home-jurisdiction certificate:

[____________________________________________________________]

The name on Form FC-1 must match the certificate of good standing, including spacing and punctuation. If that name is unavailable in Hawaii, obtain counsel on the compliant-name route under §§ 414-433 and 414-436 before filing.

The current application does not request a contractual fictitious-name adoption statement.

3. INCORPORATION INFORMATION

Form FC-1 does not request duration, authorized shares, classes or series, par value, or a description of proposed Hawaii business. Do not add those fields solely because the legacy template requested them.

4. PRINCIPAL OFFICE

5. HAWAII REGISTERED AGENT

Under § 414-437, the corporation must continuously maintain a Hawaii registered agent that is:

• a Hawaii-resident individual;
• a domestic entity authorized to transact business in Hawaii; or
• a foreign entity authorized to transact business in Hawaii.

The qualifying corporation cannot serve as its own registered agent.

Use the exact business address where service of process, notices, and documents may be delivered. Form FC-1 does not contain a separate registered-agent consent signature block.

6. ALL CURRENT DIRECTORS AND OFFICERS

Haw. Rev. Stat. § 414-433 and Form FC-1 require the names and usual business addresses of the corporation's current directors and officers. Attach another letter-size, single-sided page if needed.

Do not limit the list to the CEO, CFO, and secretary if the corporation has additional current officers or directors.

7. CERTIFICATE OF GOOD STANDING

Attach an original certificate of good standing or similar record authenticated by the official who has custody of corporate records in the jurisdiction of incorporation.

☐ The certificate will be no more than 60 days old when Form FC-1 is filed.

☐ The corporate name exactly matches the name entered on Form FC-1.

☐ If the certificate is not in English, an English translation attested under oath by the translator is attached.

8. EXECUTION

Form FC-1 must be signed by at least one officer or by the chairperson of the board of directors. The signer certifies under the penalty provision in Haw. Rev. Stat. § 414-20 that the filing has been read, the signer is authorized, and the statements are true and correct.

For paper filing, type or print legibly and sign in black ink. Do not add representations, warranties, continuing covenants, a forum-selection clause, severability language, or an entire-agreement clause to the state filing.

9. FILING METHOD, PACKAGE, AND CURRENT FEES

Filing method:

• ☐ Hawaii Business Express online filing.
• ☐ Email, mail, fax, or in-person paper filing under the current DCCA instructions.

Submission package:

• ☐ Completed Form FC-1 or online application.
• ☐ Original authenticated good-standing certificate no more than 60 days old.
• ☐ Sworn English translation, if required.
• ☐ Director/officer attachment, if required.
• ☐ Current payment and credit-card transaction form, if applicable.

Fees are nonrefundable. For check payment, make the check payable to Department of Commerce and Consumer Affairs. Confirm the live payment route and all fees immediately before filing.

10. ANNUAL REPORT

Haw. Rev. Stat. § 414-472 ties the annual-report deadline to the quarter in which the corporation registered in Hawaii. No report is due in the same calendar year as registration.

Hawaii registration date: [MM/DD/YYYY]

First annual-report due date: [MM/DD/YYYY]

The annual report states the corporation's name and home jurisdiction, principal-office mailing and registered-agent information, directors and officers, and a brief description of its business.

Use the live Hawaii Business Express workflow to confirm the amount charged. The legacy template's universal March 31 deadline is incorrect.

11. LATER CHANGES

11.1 Corporate Name Change

Under § 414-434, deliver an authenticated home-jurisdiction certificate evidencing a corporate-name change within 60 days after the amendment becomes effective. The current DCCA information sheet states a $25 filing fee. If the new name is unavailable in Hawaii, the corporation may not continue transacting business until it follows the statutory compliance route.

11.2 Surviving Foreign Merger

The current DCCA foreign-profit-corporation information sheet states that a surviving foreign entity must file an authenticated certificate evidencing the merger within 60 days after the merger becomes effective, with the current $25 fee. Obtain counsel if the merger also changes entity type or qualification status.

11.3 Registered Agent Change

Section 414-438 directs the corporation to the registered-agent change procedure in chapter 425R. Use the current DCCA Form X-7 or online workflow.

Current standard agent-change filing fee: $25.00

The legacy template's generic 30-day change deadline is not stated in § 414-438.

12. REVOCATION

Under §§ 414-461 and 414-462, the DCCA director may begin revocation if the corporation fails to pay required fees, fails to file annual reports for two years, fails to appoint and maintain an agent, fails to file a required agent name/address change, or makes a material misrepresentation in a filed record.

The corporation has 60 days after mailing of the director's written notice to correct or disprove every stated ground. Revocation ends the authority to transact business but does not terminate the registered agent's authority.

The legacy template incorrectly cited § 414-432 as a two-year reinstatement provision; § 414-432 governs the consequences of doing business without authority. Confirm the current cure or requalification route directly with DCCA if authority has been revoked.

13. WITHDRAWAL

Use the current Application for Withdrawal, Foreign Corporation, Form FC-4, under Haw. Rev. Stat. § 414-451. The application states:

• the corporation's name and home jurisdiction;
• that it is not transacting business in Hawaii and surrenders its authority;
• revocation of the registered agent's authority and consent to service through the DCCA director for Hawaii causes arising while authorized; and
• a mailing address for process.

Current withdrawal filing fee: $25.00

Optional expedited review: +$25.00

The current statute and DCCA filing guidance do not require the legacy template's blanket tax-clearance or all-fees-and-taxes certification as part of Form FC-4. Withdrawal does not resolve separate tax, licensing, employment, or local obligations.

14. FINAL CHECKLIST

• ☐ Confirm that Hawaii authority is required.
• ☐ Confirm that the filer is a foreign profit corporation.
• ☐ Match the corporate name exactly to the good-standing certificate.
• ☐ Gather the incorporation jurisdiction and date.
• ☐ Gather the principal-office mailing and any different street address.
• ☐ Select an eligible Hawaii registered agent and confirm its business street address.
• ☐ List all current directors and officers with usual business addresses.
• ☐ Obtain an authenticated good-standing certificate no more than 60 days old.
• ☐ Prepare any required sworn translation or director/officer attachment.
• ☐ Have an officer or board chair sign the current Form FC-1.
• ☐ Submit the package with the current $51 base total.
• ☐ Calendar the first quarterly annual-report deadline in the year after registration.

SOURCES AND REFERENCES

• Hawaii DCCA — Foreign Profit Corporations
• Hawaii DCCA — Foreign Profit Corporation Forms
• Hawaii DCCA — Form FC-1
• Hawaii DCCA — Form FC-1 Instructions
• Hawaii DCCA — Information for Foreign Profit Corporations
• Hawaii DCCA — Current Foreign Profit Corporation Fees
• Haw. Rev. Stat. § 414-431 — authority requirement
• Haw. Rev. Stat. § 414-432 — unauthorized-business consequences
• Haw. Rev. Stat. § 414-433 — application
• Haw. Rev. Stat. § 414-434 — corporate-name change
• Haw. Rev. Stat. §§ 414-437 and 414-438 — registered agent and changes
• Haw. Rev. Stat. § 414-440 — service
• Haw. Rev. Stat. § 414-451 — withdrawal
• Haw. Rev. Stat. §§ 414-461 and 414-462 — revocation
• Haw. Rev. Stat. § 414-472 — annual report