Nonprofit Articles of Incorporation and Charitable Registration — Hawaii

Nonprofit Articles of Incorporation and Charitable Registration (HAWAII)

Quick-Reference Summary

Part A — Articles of Incorporation

ARTICLE 1 — NAME

The name of the corporation is:

[________________________________________]
(hereinafter, the "Corporation")

ARTICLE 2 — PRINCIPAL OFFICE

The mailing address of the Corporation's initial principal office is:

[________________________________________]
[City], [State] [ZIP]

If different from the mailing address, the principal office street address is:

[________________________________________]
[City], [State] [ZIP]

ARTICLE 3 — REGISTERED AGENT AND REGISTERED OFFICE

3a. Registered Agent. The Corporation's initial registered agent is:

☐ An entity: [________________________________] organized under the laws of [State/Country: ____].

☐ An individual: [First Name: ________________] [Last Name: ________________]

3b. Registered Office (place of business of the registered agent in Hawaii):

[________________________________________]
[City], Hawaii [ZIP]

ARTICLE 4 — INCORPORATOR(S)

The name and complete address of each incorporator of the Corporation is:

ARTICLE 5 — MEMBERSHIP

☐ The Corporation shall have members as provided in the Bylaws.

☐ The Corporation shall not have members. All corporate powers shall be exercised by or under the authority of the Board of Directors.

ARTICLE 6 — DISSOLUTION (HRS § 414D-245)

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, distribute all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, religious, educational, or scientific purposes that shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the First Circuit, State of Hawaii, exclusively for such purposes or to such organization or organizations, as said court shall determine, that are organized and operated exclusively for such purposes.

ARTICLE 7 — PURPOSES (Optional in DNP-1; Required for IRS Exemption)

The Corporation is organized and shall be operated exclusively for charitable, religious, educational, and/or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), including for such purposes the making of distributions to organizations that qualify as exempt under § 501(c)(3) or the corresponding section of any future federal tax code.

The specific charitable purposes of the Corporation are:

[________________________________________]
[________________________________________]
[________________________________________]

ARTICLE 8 — INITIAL OFFICERS AND DIRECTORS (Optional in DNP-1)

8a. Initial Officers (optional in Articles; required in annual report):

8b. Initial Directors (optional in Articles; required in annual report):

ARTICLE 9 — § 501(c)(3) RESTRICTIONS (Recommended Attachment)

Notwithstanding any other provision of these Articles:

9.1 Private Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members (if any), directors, officers, or other private persons, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 7.

9.2 Lobbying. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as permitted under IRC § 501(h).

9.3 Political Campaigns. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

9.4 General § 501(c)(3) Limitation. The Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under IRC § 501(c)(3), or (b) by a corporation, contributions to which are deductible under IRC § 170(c)(2).

SIGNATURE BLOCK

IN WITNESS WHEREOF, the undersigned incorporator(s) have executed these Articles of Incorporation on the date set forth below.

Incorporator Signature (in BLACK INK): ___________________________________________

Printed Name: [________________________________________]

Date: [__/__/____]

Address: [________________________________________]

Part B — Filing Instructions

B.1 Pre-Filing Steps

☐ Conduct name availability search at Hawaii Business Express (https://hbe.ehawaii.gov)
☐ Reserve name (optional) — Form X-1; fee $10
☐ Identify and obtain consent from the registered agent
☐ Recruit at least three (3) initial directors
☐ Draft purpose clause and § 501(c)(3) restrictions (attach to Form DNP-1)
☐ Prepare bylaws and conflict-of-interest policy in parallel

B.2 Filing the Articles

B.3 Post-Filing Steps

☐ Obtain federal EIN from IRS (Form SS-4)
☐ Hold organizational meeting; adopt bylaws and conflict-of-interest policy; elect officers
☐ Apply for federal tax-exempt status via IRS Form 1023 or 1023-EZ (file within 27 months of formation)
☐ Apply for Hawaii General Excise Tax (GET) license with HI Department of Taxation (Form BB-1) — note: most nonprofits still must remit GET on certain income; § 501(c)(3) exemption is NOT automatic for GET
☐ Apply for HI charitable organization exemption from GET (Form G-6) if eligible
☐ Register with Hawaii AG Tax & Charities Division (see Part C)
☐ Calendar DCCA Annual Report due in calendar quarter of formation anniversary
☐ If hiring employees: register with HI Department of Labor and Industrial Relations

Part C — Charitable Solicitation Registration

C.1 Who Must Register

All charitable organizations that solicit contributions in Hawaii must register with the Attorney General before soliciting (HRS § 467B-2.1), regardless of state of incorporation, unless an exemption applies.

Exempt categories (HRS § 467B-11.5):

• Religious corporations, institutions, or societies exempt from IRS Form 990 under IRC §§ 6033(a)(3)(A)(i), (iii), and 6033(a)(3)(C)(i)
• Parent-teacher associations
• Accredited educational institutions (e.g., Hawaii Association of Independent Schools, Western Association of Schools and Colleges)
• Organizations supporting educational institutions that primarily solicit from students, alumni, faculty, and trustees
• Nonprofit hospitals licensed by Hawaii or any other state
• Corporations chartered by act of Congress that submit audited reports to Congress
• Government agencies
• Small organizations that normally receive less than $25,000 in contributions per year and do not use professional solicitors or fundraising counsel (three-year average)

C.2 When to Register

• Initial registration: before any solicitation in Hawaii
• Annual report (Hawaii Transmittal): due 6 months after the close of the organization's fiscal year (with the corresponding IRS Form 990 series)

C.3 Cover Letter to Hawaii AG Tax & Charities Division (template)

[ORGANIZATION LETTERHEAD]

[Date]

Department of the Attorney General
Tax & Charities Division
425 Queen Street
Honolulu, HI 96813

Re: Initial Charitable Organization Registration — [Organization Legal Name]

Dear Tax & Charities Division:

[Organization Legal Name] (EIN [__________]) hereby submits its initial registration as a charitable organization under HRS Chapter 467B, Solicitation of Funds from the Public. The organization is a [Hawaii / __________ State] nonprofit corporation incorporated on [__/__/____] and intends to solicit charitable contributions from the public in Hawaii in furtherance of its § 501(c)(3) charitable purposes.

The registration is being filed electronically through the Hawaii Charities Online portal at https://efile.form990.org/frmNPParticipatingStateSCOHI.asp. Please contact the undersigned with any questions.

Sincerely,

[Authorized Officer Name]
[Title]
[Email] | [Phone]

C.4 Registration Form (Hawaii Charities Online Data Fields)

Complete the online registration at https://efile.form990.org/frmNPParticipatingStateSCOHI.asp:

Organization Identity

• Legal Name: [________________________________]
• DBA / Other Names Used in Solicitation: [________________________________]
• EIN: [__________-________]
• State of Incorporation: [____]
• Date of Incorporation: [__/__/____]
• Fiscal Year End: [____]/[____] (MM/DD)
• IRS § 501(c)(3) Status: ☐ Approved ☐ Pending ☐ N/A

Contact Information

• Principal Office Address: [________________________________]
• Hawaii Address (if any): [________________________________]
• Hawaii Registered Agent: [________________________________]
• Primary Contact / Title: [________________________________]
• Email: [________________________________]
• Phone: [________________________________]
• Website: [________________________________]

Officers and Directors (two officer logins required per registration)

Solicitation Activities

• Methods of solicitation in HI (check all): ☐ Mail ☐ Phone ☐ Email ☐ Website / online donation ☐ Events / in-person ☐ Social media ☐ Professional solicitor / fundraising counsel
• Purpose for which contributions will be used: [________________________________]

Professional Solicitors / Fundraising Counsels (if any)

C.5 Required Attachments (uploaded to Hawaii Charities Online)

☐ Filed Articles of Incorporation (DNP-1, conformed copy)
☐ Bylaws
☐ IRS § 501(c)(3) determination letter (if issued)
☐ Most recent IRS Form 990 / 990-EZ / 990-N (without Schedule B — see § C.7)
☐ Audited financial statements (if required — see § C.8)
☐ List of officers and directors with titles and addresses
☐ Professional solicitor / fundraising counsel contracts (if any)
☐ Certificate of good standing from home state (if foreign organization)

C.6 Fees

Initial registration is free. Annual filing fees are tiered by gross revenue (HRS § 467B-6.5):

Late fee: $20 per day, up to $1,000 maximum (HRS § 467B-6.5).

C.7 Schedule B (Donor List) — Post AFPF v. Bonta

Effective immediately following Americans for Prosperity Foundation v. Bonta, 141 S. Ct. 2373 (2021), the Hawaii Tax & Charities Division no longer requires the filing of Schedule B to IRS Form 990. Do NOT include Schedule B with the Hawaii Transmittal.

C.8 Audit Requirements

Charitable organizations with gross revenue at or above the statutory audit threshold must submit audited financial statements with their annual Hawaii Transmittal. Verify the current threshold (historically approximately $500,000) and any review-level alternative with the Tax & Charities Division.

C.9 Annual Renewal (Hawaii Transmittal)

• Due date: within 6 months after the close of the organization's fiscal year
• Form: Hawaii Transmittal (for orgs filing IRS Form 990 / 990-EZ) or Special Hawaii Transmittal (for orgs filing 990-N or no IRS form)
• Method: electronic filing at https://efile.form990.org/frmNPParticipatingStateSCOHI.asp
• Attachments: IRS Form 990 series + audited financials if applicable
• Fee: tiered by gross revenue (see § C.6)
• Extensions: filing for an IRS extension does NOT extend the Hawaii deadline; verify extension procedure with the Tax & Charities Division

C.10 Professional Solicitor / Fundraising Counsel Registration

If the organization engages a professional solicitor or fundraising counsel (HRS § 467B-9):

☐ Confirm the solicitor/counsel is separately registered with the Hawaii AG Tax & Charities Division (Professional Fundraiser Registration System at https://ag.ehawaii.gov/fundraiser/)
☐ Verify surety bond has been filed (if required)
☐ File the executed contract with the AG before fundraising begins
☐ File end-of-campaign financial reports
☐ Comply with disclosure requirements in HI solicitations

C.11 Exemption Application (if applicable)

If the organization qualifies for an exemption under HRS § 467B-11.5 (religious, educational, hospital, < $25K, etc.):

☐ File an Application for Exemption from Registration online at https://ag.ehawaii.gov/charity/apply-exemption.html
☐ Maintain documentation of exemption eligibility (e.g., accreditation letter, three-year financial history)
☐ Re-verify exemption annually if the organization's circumstances change

C.12 Charitable Sales Promotions (Commercial Co-Venturers)

If the organization will participate in a charitable sales promotion (e.g., "10% of proceeds donated"), the commercial co-venturer must submit a written consent form to the Tax & Charities Division before the promotion begins (HRS § 467B-9.5).

C.13 Charitable Fundraising Platforms (Effective July 1, 2026)

Hawaii has enacted regulations governing charitable fundraising platforms (analogous to California's AB 488), with an effective date of July 1, 2026. Verify current requirements with the Tax & Charities Division if the organization uses platforms such as Facebook Fundraisers, Donorbox, GoFundMe Charity, etc.

Part D — Pre-Filing Checklist

Corporate Formation (DCCA Form DNP-1)

☐ Corporate name available and (optionally) reserved
☐ Three or more initial directors identified
☐ One or more incorporators identified
☐ Hawaii registered agent identified; consent obtained
☐ Hawaii registered office address confirmed
☐ Principal office mailing (and street, if different) address confirmed
☐ Membership decision recorded (members / no members — do NOT check both)
☐ Purpose clause drafted to satisfy IRS organizational test
☐ Dissolution clause includes IRS-required language
☐ § 501(c)(3) restrictions attached as Article 9
☐ Articles signed in BLACK INK by incorporator(s)
☐ Filing fee prepared: $26 ($25 + $1 archives) (+ $25 expedite if desired)

Federal Tax Exemption

☐ EIN obtained from IRS
☐ Bylaws adopted
☐ Conflict-of-interest policy adopted
☐ Form 1023 or 1023-EZ filed within 27 months of formation

Hawaii AG Tax & Charities Division Registration

☐ Hawaii Charities Online account created (two officer logins)
☐ All required attachments scanned to PDF
☐ Determine whether exemption applies; if exempt, file exemption application
☐ Calendar annual Hawaii Transmittal due date (6 months after fiscal year end)
☐ Identify fee tier based on gross revenue
☐ If using professional solicitor / fundraising counsel: confirm their separate registration
☐ If using charitable sales promotion: prepare commercial co-venturer consent form
☐ Schedule B excluded from Hawaii filings (per AFPF v. Bonta)

State Tax and Licensing

☐ Hawaii General Excise Tax license (Form BB-1) obtained
☐ HI GET exemption (Form G-6) applied for if eligible
☐ DCCA Annual Report calendared (anniversary quarter)
☐ Register with HI Department of Labor and Industrial Relations (if hiring employees)
☐ Local business licenses (county-level) verified

Sources and References

• Hawaii DCCA, Business Registration Division, Domestic Nonprofit Corporation: https://cca.hawaii.gov/breg/registration/dnc/
• Form DNP-1 (Articles of Incorporation): https://cca.hawaii.gov/wp-content/uploads/2026/01/DNP-1-Articles-of-Incorporation-Oct-2023.pdf
• Form DNP-1 Instructions: https://cca.hawaii.gov/wp-content/uploads/2026/01/DNP-1-INSTR-Oct-2023.pdf
• Hawaii Business Express (online filing): https://hbe.ehawaii.gov
• HRS Chapter 414D (Hawaii Nonprofit Corporations Act): https://www.capitol.hawaii.gov/hrscurrent/Vol09_Ch0431-0435H/HRS0414D/
• Hawaii AG Tax & Charities Division: https://ag.hawaii.gov/tax/
• Hawaii Charities Online (registration & transmittal): https://efile.form990.org/frmNPParticipatingStateSCOHI.asp
• HRS Chapter 467B (Solicitation of Funds from the Public): https://www.capitol.hawaii.gov/hrscurrent/Vol10_Ch0436-0474/HRS0467B/
• Hawaii Charity Registration FAQs: https://ag.hawaii.gov/tax/files/2020/09/T-C-FAQs.pdf
• Hawaii Charity Registration Guide: https://ag.hawaii.gov/tax/files/2018/06/Hawaii-Charity-Registration-Guide-7.10.19.pdf
• Hawaii Annual Financial Reporting Guide: https://ag.hawaii.gov/tax/files/2021/10/Hawaii-Charity-Annual-Report-Guide-October-2021.pdf
• IRS, "How to Apply for 501(c)(3) Status": https://www.irs.gov/charities-non-profits/how-to-apply-for-501c3-status
• Treas. Reg. § 1.501(c)(3)-1(b) (organizational test)
• Americans for Prosperity Foundation v. Bonta, 141 S. Ct. 2373 (2021)

Prepared by: [________________________________]
Date: [__/__/____]
Reviewed by counsel: ☐ Yes ☐ No — Attorney: [________________________________]