How to Incorporate in Hawaii
If you’re looking to incorporate in Hawaii, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.
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Choose a corporate structure
Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Hawaii".
Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Hawaii".
C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).
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Check Name Availability
The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: Hawaii Business Registration Division (BREG) Name Reservation: Optional Suffix Requirements: Must contain the word "corporation", "incorporated", or "limited", or the abbreviation "corp.", "inc.", or "ltd."
HRS §414-51 -
Appoint a Registered Agent
Identify the corporation’s Hawaii registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.
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File Hawaii Articles of Incorporation
File the articles of incorporation to create your corporation.
Agency: Hawaii Business Registration Division (BREG) Form: Instructions: Instructions for Preparing and Filing Articles of Incorporation and Information for Domestic Profit Corporations
Filing Method: Mail, fax, in-person or online
Agency Fee: $51 + optional $25 expedite fee
Turnaround: ~7-14 business days by mail. ~3-5 business days by fax, in-person, or online. ~1-3 business days if you file online and pay the $25 expedite fee.
Law: Hawaii Statutes - Chapter 414: Hawaii Business Corporation Act. Refer to Table of Contents for help navigating the Act.
Fact Checked: 6/16/17 -
Establish Bylaws & Corporate Records
Your corporation must keep correct and complete books and records.
Each corporation shall keep accurate and complete books and records of account and shall keep and maintain at its principal office, or other place as its board of directors may order, minutes of the proceedings of its shareholders and board of directors. The books and records of account shall include accounts of the corporation's assets, liabilities, receipts, disbursements, gains, and losses. The minutes of the proceedings of the shareholders and board of directors of the corporation shall show, as to each meeting of the shareholders or the board of directors, the time and place, if any, thereof, whether regular or special, whether notice thereof was given, and if so in what manner, the names of those present at directors' meetings, the number of shares present or represented at shareholders' meetings, and the proceedings at each meeting.
HRS §414-470Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN. Hawaii also requires your corporation to keep a stock book (HRS §414-470). Issuing stock certificates is optional in Hawaii (HRS §414-86).
Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.
Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation (HRS §414-36). You will review and ratify the bylaws at your first board of directors meeting. -
Appoint Initial Directors
The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.
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Hold Organizational Meeting
Hold the organizational meeting of the incorporators or initial directors in compliance with HRS §414-35. The meeting may held in or out of Hawaii. Keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Directors Officers - Number: One or more required.
- Qualifications: None.
- Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.
- As stated in the bylaws. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
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Issue Stock Certificates
The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Shareholders Annual Shareholder Meeting - Qualifications: N/A
- Stock Certificate: Not required.
- Voting Trusts Allowed: Yes.
- Required: Yes.
- Action by written consent: Allowed if enough shareholders consent to equal the number required to take action by vote.
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Get a Federal Employer Identification Number (EIN)
Your corporation must obtain an EIN regardless of whether it will hire employees.
Submit to: Internal Revenue Service
http://www.irs.gov/Form: IRS Form SS-4 Guidance: IRS Pub 1635: Understanding Your EIN Filing Method: Mail, phone, fax, or apply online with the IRS Fee: $0 Turnaround: Immediately online Notes: The IRS website is only available during certain hours. Print your EIN before closing your session. -
Get Hawaii State Tax Identification Numbers/Accounts
Hawaii offers a consolidated state tax registration application. This application simplifies the process of starting a business in Hawaii by allowing you to register for various state tax and employer licenses and permits, including general excise tax (GET), withholding (WH) tax, and unemployment insurance (UI) tax.
Agency: Hawaii Department of Taxation Form: Form BB-1: State of Hawaii Basic Business Application Filing Method: Mail or online Agency Fee: $20 Fact Checked: 5/12/20 -
Consider Electing S-Corp Taxation
By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
- S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
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Obtain Business Licenses & Permits
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
Hawaii Business License
Not required
General Business License licensure is not required on the State level in Hawaii.
Hawaii does not have a general business license at the state level, but local licenses are often required.
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Ongoing Filings to Maintain Your Corporation
You must file federal and state tax returns. You must also file:
- Hawaii corporations are required to file a Hawaii Annual Report.
