Hawaii Articles of Incorporation
Hawaii articles of incorporation form a corporation by filing Form DC-1 with the DCCA for $50 plus a $1 archives fee, setting the name, agent, and shares. Attorney review available.
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Introduction
Hawaii reserves its franchise tax for banks and financial institutions, so a general corporation you create as a separate legal entity by filing the Articles of Incorporation (Form DC-1) with the Department of Commerce and Consumer Affairs (DCCA), Business Registration Division pays the state corporate income tax and General Excise Tax instead. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation debts. Hawaii law requires the articles to set forth the corporation name, the number of shares the corporation is authorized to issue, the mailing address of the initial principal office along with the registered agent information, and the name and address of each incorporator (Haw. Rev. Stat. 414-32). The filing fee is $50, plus a $1 State Archives fee; optional expedited review is an added $25. General corporations in Hawaii are not subject to a franchise tax; the Hawaii franchise tax applies only to banks and other financial institutions, and general corporations instead pay the state corporate income tax and the General Excise Tax. After formation, the corporation must file an Annual Report with the DCCA by the end of the calendar quarter that matches the quarter in which it was registered, with a $12.50 online fee ($15 by paper); no report is due in the year of incorporation (Haw. Rev. Stat. 414-472). DocDraft builds your Hawaii articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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Hawaii charges $50 to file the founding document that creates a corporation as a separate legal entity, plus a $1 State Archives fee. A domestic profit corporation is formed by filing the Articles of Incorporation (Form DC-1) with the DCCA Business Registration Division.
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You file Form DC-1 with the Hawaii DCCA Business Registration Division. The filing fee is $50 plus a $1 State Archives fee, and optional expedited service is an added $25.
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Hawaii requires the articles to set forth the corporation name, the number of authorized shares, the mailing address of the initial principal office with the registered agent information, and the name and address of each incorporator (Haw. Rev. Stat. 414-32).
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A Hawaii corporation must continuously maintain a registered agent in Hawaii, named in the articles, who receives legal papers and state notices for the corporation. The agent can be a Hawaii resident individual or an authorized entity with a Hawaii address.
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General corporations in Hawaii are NOT subject to a franchise tax. The Hawaii franchise tax applies only to banks and other financial institutions. General corporations instead pay the state corporate income tax and the General Excise Tax administered by the Department of Taxation.
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Hawaii uses a quarterly Annual Report schedule. The report is due by the end of the calendar quarter that matches the quarter of registration, with a $12.50 online fee ($15 by paper). No report is due in the year of incorporation (Haw. Rev. Stat. 414-472).
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Articles of incorporation form a corporation. To form a Hawaii limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Key decisions before you file
Before you file a Articles of Incorporation in Hawaii, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Hawaii Requirements for Articles of Incorporation
A Hawaii domestic profit corporation is formed by filing the Articles of Incorporation (Form DC-1) with the DCCA, Business Registration Division. The fee is $50 plus a $1 State Archives fee. The corporation exists once the DCCA files the articles.
The corporation name in the articles must include a word such as Corporation, Incorporated, or Limited, or an abbreviation, and must be distinguishable from other entities on file with the Hawaii DCCA (Haw. Rev. Stat. 414-32).
The articles must set forth the mailing address of the initial principal office and the name and address of each incorporator (Haw. Rev. Stat. 414-32). The incorporator signs the articles and need not be an owner or officer.
The articles must include registered agent information, and the corporation must continuously maintain a registered agent in Hawaii. The agent can be a Hawaii resident individual or an authorized entity with a Hawaii address, and receives legal papers for the corporation.
The articles must state the number of shares the corporation is authorized to issue. If more than one class or series is authorized, the articles must describe the designation and number of each class or series (Haw. Rev. Stat. 414-32).
General corporations in Hawaii are not subject to a franchise tax; that tax applies only to banks and other financial institutions. General corporations instead pay the state corporate income tax and the General Excise Tax administered by the Department of Taxation.
A Hawaii corporation files an Annual Report by the end of the calendar quarter that matches its registration quarter, with a $12.50 online fee ($15 by paper). No report is due in the year of incorporation (Haw. Rev. Stat. 414-472). Confirm the current fee on the DCCA schedule.
Articles of incorporation form a corporation. To form a Hawaii limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Hawaii, articles of incorporation are the founding document you file with the Department of Commerce and Consumer Affairs (DCCA), Business Registration Division, to create a corporation. A domestic profit corporation is formed by filing Form DC-1. Filing makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation debts. The articles set out the corporation name, its authorized shares, its principal office and registered agent, and each incorporator (Haw. Rev. Stat. 414-32).
In Hawaii, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock and files Form DC-1. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and issues no stock. Both are filed with the Hawaii DCCA Business Registration Division and both form a separate legal entity, but they create different kinds of entities under different parts of Hawaii law. Choose the one that matches the entity you want.
You file the Articles of Incorporation (Form DC-1) for a domestic profit corporation with the Hawaii DCCA, Business Registration Division. The filing fee is $50, plus a $1 State Archives fee, and optional expedited service is an added $25. You can file online, or by email, mail, or fax. Once the DCCA accepts and files the articles, the corporation legally exists in Hawaii.
Hawaii requires the articles to set forth the corporation name, which must satisfy the state name rules; the number of shares the corporation is authorized to issue; the mailing address of the initial principal office along with the registered agent information; and the name and address of each incorporator (Haw. Rev. Stat. 414-32). The articles may also include optional provisions permitted by Hawaii law, such as the names of the initial directors.
No, not if it is a general corporation. General corporations in Hawaii are not subject to a franchise tax; the Hawaii franchise tax applies only to banks and other financial institutions. A general Hawaii corporation instead pays the state corporate income tax and the General Excise Tax, both administered by the Hawaii Department of Taxation. There is no minimum franchise tax to keep a general corporation in existence.
A Hawaii corporation files an Annual Report with the DCCA on a quarterly schedule. The report is due by the end of the calendar quarter that matches the quarter in which the corporation was registered, so a corporation registered in the first quarter files by March 31, one registered in the second quarter by June 30, and so on (Haw. Rev. Stat. 414-472). The fee is $12.50 online or $15 by paper. No report is due in the year the corporation is formed.
A Hawaii corporation must continuously maintain a registered agent in Hawaii, named in the articles of incorporation. The agent can be an individual who resides in Hawaii or a business entity authorized to do business in the state, with a Hawaii address. The registered agent accepts legal papers and official notices for the corporation, which is why the agent must have an address in Hawaii.
In Hawaii, articles of incorporation are the short public document you file with the DCCA to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Hawaii articles to exist as a corporation and the bylaws to govern it day to day.