Professional Corporation / PLLC Formation Packet — Hawaii

Professional Corporation / PLLC Formation Packet — Hawaii

1. Quick-Reference Summary

2. Pre-Filing Checklist

License Verification

☐ Each proposed shareholder holds a current, active license (Hawaii or another U.S. jurisdiction) to render the professional service: [________________________________]
☐ License numbers recorded and verified with the Hawaii licensing authority: [________________________________]
☐ No disciplinary action pending against any proposed shareholder, director, or officer
☐ Confirmed at least one-half of directors and all officers (except secretary/treasurer) will be qualified persons (HRS § 415A-14)

Entity Choice

☐ Confirmed Hawaii has no PLLC option; the Professional Corporation under ch. 415A is the recognized professional vehicle
☐ Confirmed the profession's board does not require a different entity form or impose additional ownership rules (HRS § 415A-9(b))

Name & Designation

☐ Name searched on the DCCA BREG online business name database
☐ Name satisfies HRS § 415A-8 and contains a corporate indicator (e.g., "Inc.," "Corp.," "Ltd.," or, optionally, "P.C." / "Professional Corporation")
☐ Name reserved if needed (120-day reservation, $10)

Registered Agent & Office

☐ Hawaii registered agent designated with a Hawaii street address (no P.O. box)
☐ Principal office address confirmed

Fees & Insurance

☐ Filing fee confirmed ($25 statutory + $25 Archives ≈ $50; optional $25 expedite)
☐ Annual report calendar set (HRS § 415A-22)
☐ Professional liability / malpractice insurance obtained or confirmed (recommended; some boards require)
☐ Federal EIN obtained (IRS Form SS-4 / online)

3. Articles of Incorporation — Hawaii Professional Corporation

ARTICLES OF INCORPORATION OF [PC NAME], [INC. / CORP. / PROFESSIONAL CORPORATION]

A Hawaii Professional Corporation organized under Haw. Rev. Stat. ch. 415A (Hawaii Professional Corporation Act).

The undersigned incorporator(s) deliver these Articles of Incorporation to the Director of Commerce and Consumer Affairs for filing under HRS §§ 415A-14.5 and 415A-14.6:

Article I — Name

The name of the corporation is [PC NAME], which satisfies the requirements of HRS § 415A-8 and contains a corporate indicator:

• ☐ "Incorporated" / "Inc."
• ☐ "Corporation" / "Corp."
• ☐ "Limited" / "Ltd."
• ☐ "Professional Corporation" / "P.C." (optional designation)
• ☐ Other permitted form: [________________________________]

Article II — Profession; Purpose

The corporation is organized only for the purpose of rendering the professional service of [PROFESSION — e.g., medicine / dentistry / law / public accountancy / architecture / psychology], and services ancillary thereto, as required by HRS §§ 415A-3 and 415A-14.6. The corporation shall not engage in any business other than the profession(s) and businesses permitted by these articles (HRS § 415A-4).

Article III — Mailing / Principal Office

The mailing address (and principal office) of the corporation is [________________________________], Hawaii [____].

Article IV — Registered Agent

The registered agent of the corporation in Hawaii is [________________________________], whose Hawaii street address is [________________________________], Hawaii [____] (registered-agent requirements apply through HRS § 415A-27 / ch. 414). A P.O. box is not acceptable.

Article V — Capital Stock

A. The corporation is authorized to issue [____] shares of [common] stock, [par value $[____] / no par value].

B. Ownership restriction (HRS § 415A-9). Shares, fractional shares, and options may be issued and held only by individuals authorized by law to render the professional service permitted by these articles. Shares issued in violation of HRS § 415A-9 (or any board rule under § 415A-9(b)) are void.

Article VI — Incorporator(s)

Article VII — Directors and Officers

A. The initial board consists of [____] director(s).

B. Not less than one-half of the directors, and all officers other than the secretary and treasurer, must be qualified (licensed) persons (HRS § 415A-14).

Article VIII — Professional Licensing and Responsibility

A. The corporation shall render professional services only through individuals permitted to render those services in Hawaii (HRS § 415A-6).

B. Every individual who renders professional services as an employee remains personally liable for the individual's own negligent or wrongful acts to the same extent as a sole practitioner (HRS § 415A-11).

C. The corporation shall comply with all rules of the [HAWAII LICENSING AUTHORITY / BOARD] governing [PROFESSION], including any rule under HRS § 415A-9(b) restricting share issuance.

Article IX — Share-Transfer Restriction; Death or Disqualification

A. Transfer restriction (HRS § 415A-9(c)). A shareholder may transfer or pledge shares only to individuals qualified under HRS § 415A-9 to hold them. Any transfer in violation is void, except a transfer by operation of law or court decree, or a permitted transfer to the shareholder's revocable living/inter vivos trust meeting the conditions of HRS § 415A-9(c)(1)–(3).

B. Death or disqualification (HRS § 415A-10). Upon the death of a shareholder, or upon a shareholder becoming a disqualified person, the corporation shall acquire or cause a qualified person to acquire that shareholder's shares within the time and on the terms provided in the articles, bylaws, or a shareholders' agreement, consistent with HRS § 415A-10. The corporation may purchase its own shares from a disqualified person without regard to the availability of capital or surplus (HRS § 415A-7). Pending acquisition, the disqualified shareholder (or estate) shall not exercise voting or governance rights.

C. Purchase price. Determined by:

• ☐ Book value as of the most recent fiscal year-end
• ☐ Fair market value by an independent appraiser
• ☐ Formula in the Shareholders' Agreement dated [__/__/____]
• ☐ Other: [________________________________]

D. Legend. Each certificate (or uncertificated-share record) shall bear a legend describing these restrictions.

Article X — Dissolution / Termination of Professional Activities

A. Upon termination of professional activities or dissolution (HRS §§ 415A-17, 415A-18), all pending professional matters shall be transferred to or completed by a qualified person.

B. The corporation shall notify the [HAWAII LICENSING AUTHORITY / BOARD] as the board's rules require.

4. PLLC — Not Available in Hawaii

Hawaii does not authorize a Professional Limited Liability Company. The Hawaii Uniform Limited Liability Company Act (HRS ch. 428) contains no professional-LLC provisions, and there is no "PLLC" designation or formation document in Hawaii.

Practical options for a licensed professional in Hawaii:

5. Licensing-Board Approval / Registration Block

☐ Board confirmation obtained — The [HAWAII LICENSING AUTHORITY / BOARD] has confirmed the entity name, ownership, and any § 415A-9(b) share rules. Confirmation/letter dated [__/__/____] attached as Exhibit A.

☐ No board pre-filing approval required — For this profession, BREG does not require a board certificate to accompany Form PC-1. The corporation will comply with all board rules.

Signature Blocks

Incorporator(s):

Registered Agent Consent:

The undersigned consents to serve as registered agent for the corporation named above.

Sources and References

• Hawaii Professional Corporation Act, HRS ch. 415A — https://law.justia.com/codes/hawaii/title-23/chapter-415a/
• HRS § 415A-9 (Issuance and transfer of shares) — https://codes.findlaw.com/hi/division-2-business/hi-rev-st-sect-415a-9/
• HRS § 415A-14 (Directors and officers — qualified persons) — https://law.onecle.com/hawaii/title-23/415a-14.html
• HRS § 415A-8 (Corporate name) — https://law.onecle.com/hawaii/title-23/415a-8.html
• Hawaii Uniform Limited Liability Company Act, HRS ch. 428 (no professional-LLC provision) — https://law.justia.com/codes/hawaii/title-23a/chapter-428/
• DCCA Business Registration Division — Professional Corporation (Form PC-1) — https://cca.hawaii.gov/breg/registration/dpc/
• DCCA Form PC-1 instructions — https://cca.hawaii.gov/wp-content/uploads/2026/01/PC-1-INSTR-9-2023.pdf
• Hawaii Business Express (online filing) — https://hbe.ehawaii.gov/BizEx/home.eb