Question 1

Do I need a tax clearance from the Hawaii Department of Taxation to dissolve my corporation?

Accepted Answer

No, not for the dissolution itself. Hawaii Revised Statutes Section 414-383 states what the articles of dissolution must set forth, and the list is the corporate name, the date dissolution was authorized, the shareholder vote figures, and the same figures again per voting group where group voting was required. Nothing about tax. Form DC-13 asks for nothing about tax either. Hawaii's tax clearance instrument is Form A-6, Tax Clearance Application, issued by the Department of Taxation, and its own purpose checklist covers city, county and state government contracts, liquor licenses, real estate and contractor licenses, financial closings, progress payments, federal contracts, subcontracts, loans, residency and personal use. Dissolution is absent from that list. The requirement appears on the way back instead: Section 414-403(a)(4) will not let an administratively dissolved corporation be reinstated without a certificate or other writing from the department of taxation showing taxes paid, a payment arrangement made, or the liability under appeal.

Question 2

Which form does Hawaii use to dissolve a domestic profit corporation, DC-13 or DC-10?

Accepted Answer

It depends on whether the corporation ever got going. The ordinary route is Form DC-13, Articles of Dissolution for a Hawaii Domestic Profit Corporation, revision 11/2025, which cites Section 414-383 on its face. Form DC-10, Articles of Dissolution By Incorporators or Initial Directors, revision 11/2025, cites Section 414-381 and is for a corporation that has not issued shares or has not commenced business. DC-10 asks the signer to select at least one of those two statements and then certify that no debt remains unpaid, that any net assets left after winding up went to the shareholders if shares were issued, and that a majority of the incorporators or initial directors authorized the dissolution. Only one of the two is ever filed. There is no separate intent-to-dissolve or election filing in Hawaii at all, so DC-13 or DC-10 is the whole filing.

Question 3

How much does it cost to file Hawaii Articles of Dissolution, and how can I pay?

Accepted Answer

Twenty five dollars ($25), nonrefundable, and the payment rule matters as much as the amount. Section 414-13(a)(6) prices articles of dissolution at $25, the Business Registration Division's published Profit Corporation fee schedule prints $25.00, and the face of Form DC-13 prints $25.00. All three agree. Expedited review adds another twenty five dollars ($25), which Section 414-13(a)(14) calls a special handling fee for review of corporation documents. The Division also collects a one dollar ($1) State Archives preservation fee on certain permanent records under Section 94-8(c), and says a filer may be assessed it. Both the fee schedule and the form flag this particular filing as one where personal and business checks are not accepted, so bring cash, a certified or cashier's check, a bank or postal money order, or a credit card. A dishonored check carries a twenty five dollar ($25) service charge.

Question 4

Who has to approve dissolving a Hawaii corporation, and does the incorporation date change the vote?

Accepted Answer

Yes, the incorporation date changes it. The board of directors proposes dissolution and must recommend it to the shareholders unless a conflict of interest or other special circumstance leads it to make no recommendation, in which case it must tell the shareholders why. Shareholders then vote at a meeting noticed under Section 414-125 that says dissolution is a purpose of the meeting. For a corporation incorporated on or after July 1, 1987, Section 414-382(e) requires the holders of a majority of the shares entitled to vote, plus a majority of each class voting as a class. For a corporation incorporated before July 1, 1987, Section 414-382(f) requires three-fourths on the same pattern and lets the articles of incorporation be amended down to a lesser proportion that cannot fall below the majority floor. Form DC-13's current instructions state two-thirds for that older group, which does not match the statute, so get that threshold confirmed before counting the votes. Approval by written consent must be unanimous among shareholders entitled to vote.

Question 5

Do I have to notify creditors when I dissolve a Hawaii corporation?

Accepted Answer

No, and the choice has a price. Section 414-386 opens by saying a dissolved corporation may dispose of known claims by following its procedure, and Section 414-387 says it may also publish notice. Both are permissive, and nothing on Form DC-13 asks whether either was done. Hawaii's sequence is also unusual: the written notice to known claimants goes out at any time after the effective date of dissolution, not before the filing. That notice has to describe what a claim must contain, give a mailing address, set a deadline no fewer than 120 days from the effective date of the notice, and warn that a late claim is barred. A claimant whose claim is rejected then has 90 days from the rejection notice to sue. The publication route is one insertion in a newspaper of general circulation in the county of the principal office, or in the city and county of Honolulu if the corporation has no office in the State, and it bars anyone who does not sue within five years of the publication date. Skip both and nothing starts running, and a claim can still reach a shareholder up to the assets that shareholder received.

Question 6

How do I file Hawaii Articles of Dissolution online with the Business Registration Division?

Accepted Answer

Through the entity's own record rather than a generic form page. The Division's instructions are to open Business Name Search on its portal, enter the corporate name, open the record, go to the Forms tab, and select DC-13 Articles of Dissolution. The portal moved to hbe.dcca.hawaii.gov, and the older Hawaii Business Express address now only redirects, so a fee schedule or a third-party page still pointing at the old host is out of date. Paper is equally acceptable. The Division takes filings at its service window at 335 Merchant Street, Room 201 in Honolulu, by mail to P.O. Box 40, Honolulu, HI 96810, by fax, and by email to its document filing address. Scanned, photocopied and faxed documents are accepted if they are legible, pages must be letter size, signatures must be in black ink, and a name has to be typed under any signature that is not plainly legible. Email and fax filings have to carry credit card details, since a check will not do for this filing.

Question 7

How long does a Hawaii corporation have to undo its dissolution?

Accepted Answer

One hundred twenty days from the effective date, under Section 414-384. The revocation has to be authorized the same way the dissolution was, unless that authorization already allowed the board to revoke alone, and then the corporation files articles of revocation of dissolution together with a copy of its articles of dissolution. The Division's form for it is Form DC-12. Once effective, the revocation relates back to the effective date of the dissolution and the corporation carries on as though the dissolution never happened. One trap sits inside that window: if someone else has registered or reserved the corporate name, or a substantially identical name, as a corporate or partnership or limited liability company name or as a trade name, trademark or service mark, revocation is allowed only if the dissolved corporation registers a new name. Watch the effective date itself too, because Form DC-13 lets you postpone it, and Section 414-383(b) caps the delay at the thirtieth day after filing.

Question 8

Does a Hawaii Articles of Dissolution have to be notarized?

Accepted Answer

No. Neither Form DC-13 nor Form DC-10 carries a notary block, an acknowledgment or a jurat, and the statutes behind them require no oath. What the forms use instead is a criminal certification: the signer certifies under the penalties of Section 414-20 that the statements have been read, that the signer is authorized, and that they are true and correct to the best of the signer's knowledge and belief. Section 414-20 makes signing a document the signer knows to be false in any material respect, intending it to be delivered to the department director for filing, a class C felony. The permitted signers are the chairperson of the board of directors, the president or another officer, the incorporator where directors have not been selected or the corporation was never formed, or a receiver, trustee or court-appointed fiduciary. Every signature has to be in black ink.

Hawaii Articles of Dissolution

Find out where you stand in Hawaii

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

Hawaii Requirements for Articles of Dissolution

No Tax Clearance on the Way Out

Where the Tax Writing Is Compulsory: Reinstatement

Form DC-13, or DC-10 Before Shares and Business

The $25 Fee, and No Personal or Business Checks

Vote Threshold Turns on the Incorporation Date

Claimant Notice Is Optional and Runs After Filing

Effective Date Capped at 30 Days, Revocation at 120

Existence Continues, and Unfound Payees Go to Finance

Frequently Asked Questions