Hawaii Articles of Incorporation

Introduction

Key Things to Know

1. 1

   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.

2. 2

   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.

3. 3

   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).

4. 4

   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.

5. 5

   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.

6. 6

   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).

7. 7

   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.

Hawaii Requirements for Articles of Incorporation

• File Form DC-1 With the DCCA

  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.

• Corporate Name With a Designator

  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).

• Principal Office and Incorporator

  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.

• Registered Agent in Hawaii

  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.

• Authorized Shares

  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).

• No Franchise Tax for General Corporations

  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.

• Quarterly Annual Report

  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.

• Corporation Versus LLC

  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.