Registered Agent Change/Designation - Hawaii

HAWAII STATEMENT OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE

Filing with the Hawaii Department of Commerce and Consumer Affairs (DCCA), Business Registration Division

TABLE OF CONTENTS

1. Filing Cover Sheet
2. Entity Information
3. Current Registered Agent and Office
4. New Registered Agent and/or Office
5. Agent Qualification Certification
6. Authorization and Certification
7. Consent of New Registered Agent
8. Authorizing Resolution (Optional)
9. Execution Block
10. Filing Instructions and Practice Notes
11. Sources and References

1. FILING COVER SHEET

2. ENTITY INFORMATION

2.1 Exact Legal Name of Entity:
[________________________________]

2.2 Entity Type (select one):

☐ Hawaii Domestic Business Corporation (HRS Chapter 414)
☐ Foreign Business Corporation (HRS Chapter 414)
☐ Hawaii Domestic Limited Liability Company (HRS Chapter 428)
☐ Foreign Limited Liability Company (HRS Chapter 428)
☐ Hawaii Domestic Nonprofit Corporation (HRS Chapter 414D)
☐ Foreign Nonprofit Corporation (HRS Chapter 414D)
☐ Hawaii Domestic Limited Partnership (HRS Chapter 425E)
☐ Foreign Limited Partnership (HRS Chapter 425E)
☐ Hawaii Limited Liability Partnership (HRS Chapter 425)
☐ Other: [________________________________]

2.3 Hawaii DCCA File Number: [________________________________]

2.4 State or Country of Formation (if foreign entity): [________________________________]

2.5 Date of Formation or Registration in Hawaii: [__/__/____]

2.6 Mailing Address for Official Correspondence (if different from Registered Office):
[________________________________]
City: [________________________________] State: [____] ZIP: [____]

3. CURRENT REGISTERED AGENT AND OFFICE

3.1 Current Registered Agent Name:
[________________________________]

3.2 Current Registered Office Address (physical Hawaii street address):
[________________________________]
City: [________________________________] State: HI ZIP: [____]
Island: [________________________________]

3.3 Current Mailing Address (if different):
[________________________________]
City: [________________________________] State: [____] ZIP: [____]

4. NEW REGISTERED AGENT AND/OR OFFICE

4.1 Type of Change (select all that apply):

☐ Change of Registered Agent only
☐ Change of Registered Office address only
☐ Change of both Registered Agent and Registered Office
☐ Initial Designation of Registered Agent

4.2 Name of New Registered Agent:
[________________________________]

4.3 New Registered Office Address (physical street address in Hawaii; no P.O. Box per HRS § 414-61):
[________________________________]
City: [________________________________] State: HI ZIP: [____]
Island: [________________________________]

4.4 Mailing Address (if different from registered office):
[________________________________]
City: [________________________________] State: [____] ZIP: [____]

4.5 Effective Date (select one):

☐ Upon filing with the Hawaii DCCA
☐ Delayed effective date: [__/__/____]

Note: Under HRS § 414-62, a corporation may change its registered agent by complying with HRS § 425R-7. The statement must be typewritten or printed in black ink and must be legible.

5. AGENT QUALIFICATION CERTIFICATION

The new registered agent certifies the following qualifications under Hawaii law (select one):

☐ Individual Agent – An individual who is a resident of the State of Hawaii and whose business office is identical to the registered office stated in Section 4.3.

☐ Domestic Entity Agent – A Hawaii domestic entity whose business office is identical to the registered office stated in Section 4.3.

☐ Foreign Entity Agent – A foreign entity authorized to transact business in Hawaii whose business office is identical to the registered office stated in Section 4.3.

☐ Commercial Registered Agent – An agent listed with the DCCA under HRS Chapter 425R.

6. AUTHORIZATION AND CERTIFICATION

The undersigned certifies under the penalties of HRS § 414-20, HRS § 414D-12, HRS § 425-13, HRS § 425-172, HRS § 425E-208, and HRS § 428-1302, as applicable, that:

(a) The entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.

(b) If a foreign entity, it is authorized to transact business in Hawaii and its name is registered exactly as it appears on its Certificate of Authority.

(c) This Statement of Change has been duly authorized by all necessary corporate, company, or partnership action.

(d) The new registered agent meets all statutory qualifications under Hawaii law.

(e) The new registered office is a physical street address in Hawaii identical to the agent's business office.

(f) All information contained herein is true, correct, and complete.

(g) The new registered agent has consented to the appointment.

7. CONSENT OF NEW REGISTERED AGENT

I, the undersigned, hereby consent to serve as registered agent in the State of Hawaii for:

Entity Name: [________________________________]
DCCA File Number: [________________________________]

I certify that:

(a) I meet the statutory qualifications to serve as a registered agent in Hawaii under HRS Chapter 414, HRS Chapter 428, HRS Chapter 425R, or other applicable provisions;

(b) My business office address is identical to the registered office address stated in Section 4.3;

(c) The registered office is a physical street address in Hawaii (no P.O. Box);

(d) I will maintain the registered office during normal business hours and accept service of process on behalf of the entity;

(e) I will promptly forward to the entity all process, notices, and demands received; and

(f) I will comply with all duties imposed on registered agents under Hawaii law.

Signature of Registered Agent:

___________________________________
Printed Name: [________________________________]
Capacity: [☐ Individual / ☐ Entity Representative, Title: ________________________________]
Date: [__/__/____]

8. AUTHORIZING RESOLUTION (OPTIONAL)

RESOLUTION OF THE [☐ BOARD OF DIRECTORS / ☐ MEMBERS / ☐ PARTNERS]

Entity: [________________________________]
Date Adopted: [__/__/____]

WHEREAS, Hawaii law requires the entity to maintain a registered agent and registered office in the State of Hawaii; and

WHEREAS, the [Board of Directors / Members / Partners] has determined that a change of registered agent and/or registered office is advisable and in the best interests of the entity;

NOW, THEREFORE, BE IT RESOLVED, that:

1. [________________________________] is appointed as the entity's registered agent in Hawaii, with a registered office at [________________________________], Island of [________________________________];

2. The prior registered agent, [________________________________], is released from service upon filing;

3. [________________________________] is authorized to execute and file the Statement of Change with the Hawaii DCCA, pay all filing fees, and take all necessary actions; and

4. All prior actions in connection with this change are ratified and approved.

___________________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

9. EXECUTION BLOCK

Entity Certification and Signature

I certify under penalty of perjury under the laws of the State of Hawaii that I am an authorized representative of the entity and that the information contained herein is true and correct.

Document Formatting: Per DCCA requirements, the statement must be typewritten or printed in black ink and must be legible. Attachments must be typed or printed in black ink on 8.5" x 11" white bond paper, single-sided.

10. FILING INSTRUCTIONS AND PRACTICE NOTES

Filing Methods

Filing Fees

Note: Verify current fees at the DCCA website. Checks payable to "DCCA." The DCCA uses specific forms (e.g., Form X-7 for change of registered agent by entity), but self-drafted statements meeting all requirements may also be accepted.

Processing Times

Pre-Filing Checklist

☐ Confirm entity is in good standing on the Hawaii DCCA business database
☐ Verify new agent meets Hawaii statutory qualifications
☐ Confirm registered office is a physical Hawaii street address (no P.O. Box)
☐ Obtain consent from new registered agent
☐ Verify signing authority under entity's governing documents
☐ Ensure statement is typewritten or printed in black ink and legible
☐ Foreign entities: verify name matches Certificate of Authority exactly
☐ Prepare filing fee payment

Post-Filing Checklist

☐ Retain DCCA filing confirmation
☐ File copy in entity minute book or company records
☐ Provide copy to new registered agent
☐ Notify former registered agent
☐ Update entity records
☐ Update annual report information for next filing cycle
☐ Update registered agent information in other jurisdictions
☐ Update bank accounts, insurance, and licenses

Important Practice Notes

1. Continuous Maintenance: Hawaii law requires every business entity to continuously maintain a registered agent and registered office. Failure may result in administrative dissolution or revocation.

2. Notarization Not Required: Notarization is not required for Hawaii agent change filings, but some practitioners include it for additional authentication.

3. HRS § 425R Framework: Hawaii has adopted provisions similar to the Uniform Registered Agents Act. Under HRS § 425R-7, a represented entity may change its registered agent by delivering a signed statement to the DCCA Director.

4. Foreign Entity Names: Foreign entities must ensure their name is registered exactly as it appears on their Certificate of Authority when filing the Statement of Change.

5. Annual Report Coordination: Hawaii business entities must file annual reports. Ensure registered agent information is updated in the next annual report.

6. DCCA Forms: The DCCA provides Form X-7 (Statement of Change of Registered Agent by Represented Entity) and Form DC-INFO (Domestic Corporation Information Change). Using official forms may expedite processing.

7. Island Designation: Hawaii registered office addresses should include the island name for clarity and process-serving purposes.

11. SOURCES AND REFERENCES

• HRS § 414-62 – Designation or Change of Registered Agent: https://law.justia.com/codes/hawaii/title-23/chapter-414/section-414-62/
• HRS § 414-61 – Registered Agent Requirements
• HRS § 425R-7 – Change of Registered Agent
• HRS § 428-108 – LLC Registered Agent
• Hawaii DCCA – Business Registration Division: https://cca.hawaii.gov/breg
• DCCA Form X-7 – Statement of Change of Registered Agent: https://cca.hawaii.gov/breg/files/2013/10/X-7.pdf
• DCCA Form DC-INFO – Domestic Corporation Information Change: https://cca.hawaii.gov/breg/files/2023/03/DC-INFO_3-2023.pdf

This template is provided for informational and educational purposes only. It does not constitute legal advice. All statutory citations should be verified against current Hawaii Revised Statutes before filing. The Hawaii DCCA may update forms, fees, and procedures at any time. Consult a licensed Hawaii attorney for legal advice specific to your situation.