Forming a Corporation in Hawaii

Forming a Corporation in Hawaii

File a Hawaii Corporation Today. 
Filing Packages Start at $79. (plus state fees)
SunDoc Filings makes it fast and easy to file a Hawaii Corporation. We offer both routine and expedited filing options with the Hawaii Secretary of State.  SunDoc Filings can act as your liaison with the state to help avoid costly mistakes or delays. To form a corporation in Hawaii, you must file the Hawaii Articles of Incorporation with the Secretary of State.

 

 

 

For already prepared documents, skip to step 3

 

Step 1: Check Name Availability

Choose three corporate names in order of preference and we check for availability.

Step 2: Prepare or Upload your Articles

Our online form will walk you through all required information.

Step 3: Specify Service Level and Service Options

Select the appropriate filing package or choose from the a la carte options.

 

Routine: 3 - 5 Business Days

Rush: 1 - 3  Business Days

 

Email confirmation within one hour during normal business hours.

 

 

Your filing is now on its way!

If we receive your Hawaii Articles of Incorporation by 2 p.m. PST M-F, your corporation will be submitted and could be active the same day. This means your company will be given the submission date as your file date. If you mail the document to the state, like many filing services do, it will take several weeks longer for proof of filing.

 

Your Post-Filing Responsibilities 

  • File a Statement of Information:  After the Articles of Incorporation are filed, the Secretary of State requires that you file a Statement of Information. 
  • Employer Identification Number If you would like, we can obtain your EIN for your new company.  Add it to your order and we will obtain the EIN within 24-48 hours.
  • Hawaii Corporate Kit: Our Kits include a custom binder, seal embosser, bylaws and meeting minutes, 20 Stock certificates, and more. You can order you kit at the time of filing or if you prefer, you can place the order individually at our Corporate Kit order page.

Add these optional services to your order at the time of filing:

  • Certificate of Good Standing: You may need additional copies if you are going to qualify or register in other states. Most certificates are good for 90 days.
  • Additional Certified Copy of Articles: You may need this in the future for banks, loans, or professional licensing requirements.

 

The SunDoc Filings Advantage

 

  • We have filed thousands of documents since 1999
  • All filings received by 2 p.m. PST are submitted same day
  • Most filing companies mail in your filings

 

Hawaii Corporate Formation Guidelines 

 

CORPORATE NAME The corporate name must contain the word "corporation," "incorporated," or "limited," or an abbreviation of one of these words. A corporate name found to be available may be reserved with the Department of Commerce and Consumer Affairs for a 120 day period for a filing fee of $20 (add $50, if special handling is required).

 

PURPOSE CLAUSE It is acceptable to state, either alone or with a specific purpose clause, “The purposes for which the corporation is organized shall be to transact any lawful business for which corporations may be incorporated under Chapter 414, Hawaii Revised Business Corporation Act.”

 

INITIAL REGISTERED OFFICE AND REGISTERED AGENT The corporation must set forth a registered agent and office to receive service of process in Hawaii.

 

DIRECTORS The minimum number of directors is one (1).

 

LIMITATION OF DIRECTORS' PERSONAL LIABILITY The articles of incorporation may contain, within the limitations prescribed by the Hawaii Revised Business Corporation Act, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.

 

INCORPORATOR Minimum number of incorporators is one (1) (a natural person) and there is no requirement that the incorporator be a resident of Hawaii.

 

AUTHORIZED SHARES AND MINIMUM PAID IN CAPITAL There is no minimum or maximum number of authorized shares since state incorporation fees are not based on a share structure. To begin transacting business, there is no minimum amount of paid in capital required.

 

PREEMPTIVE RIGHTS Preemptive rights are denied unless specifically granted.

 

CUMULATIVE VOTING Cumulative voting for election of directors is mandatory if a shareholder informs an officer at least 48 hours prior to the time set for a meeting.

 

FILING PROCEDURES Submit to the Department of Commerce and Consumer Affairs one (1) executed copy and one (1) conformed copy of the Articles of Incorporation. The Department of Commerce and Consumer Affairs files the Articles of Incorporation and returns a copy.

 

 


 

Hawaii Corporate Frequently Asked Questions

 

Why choose SunDoc Filings?

SunDoc Filings can help you form a Hawaii corporation with the Hawaii Secretary of State on an expedited basis. To form a corporation in Hawaii or form a Hawaii subchapter S corporation, you must file the Hawaii Articles of Incorporation with the Hawaii Secretary of State. SunDoc Filings has been forming Hawaii corporations since 1999 and knows the state’s requirements to handle your formation professionally and without delay. Let us make the Hawaii incorporation process quick and painless for you by preparing and filing the Hawaii Articles of Incorporation with the Hawaii Secretary of State on your behalf.


How do I form a Hawaii Corporation?
First, we check corporate name availability with the Hawaii Secretary of State. Second, we prepare the Hawaii Articles of Incorporation. Third, before we form the Hawaii corporation, we verify that the Articles of Incorporation are free of errors. Fourth, we file the Articles of Incorporation with the Hawaii Secretary of State. Fifth, when the Hawaii Secretary of State files the Hawaii Articles of Incorporation, we will return the filed document to you.

 

What are the advantages of forming a Hawaii Corporation?
To begin with, there is the protection of the "corporate veil" that provides limited liability to the owners (shareholders). The shareholders are not personally liable for debts and obligations of the corporation. They can personally lose only to the extent of their investments in the Hawaii corporation form purchasing stock. Since the Hawaii corporation is an independent legal entity, the Hawaii corporation has continuous existence. It does not cease to exist simply because one of the shareholders dies or retires. Corporations often have an easier time setting up insurance, retirement funds, profit-sharing, pension, and stock option plans than other business entities.

When you form an Hawaii corporation, the owners (shareholders) are not personally liable for the debts and obligations of the Hawaii corporation. Ownership in an Hawaii corporation is more easily transferable than other business entities. Under most circumstances, shares of stock can be sold without restriction to a third party without having to obtain consent from the Hawaii corporation itself.
 

How do I obtain an EIN or Employer Identification number or Tax Payer ID number for my Hawaii Corporation?
After we form an Hawaii corporation on your behalf, we offer supporting services. We can obtain an employer identification number (an EIN) for your Hawaii corporation. An EIN is required to open a bank account, hire employees, and to start business credit for your Hawaii corporation. If you purchase our Hawaii premium package, EIN obtainment is included for your Hawaii corporation.

How do I form a Hawaii S Corporation?
It is important to understand that your Hawaii S corporation starts as a general stock corporation (C corporation). To obtain or to form an Hawaii S corporation, you must file for subchapter S status with the Internal Revenue Service (IRS). Forming an Hawaii S corporation simply means the corporation is taxed like a partnership or LLC with a pass through tax structure. Make sure to check with your accountant or the IRS for limitations or read about Hawaii C corporations below. By obtaining S corporation status in Hawaii, it eliminates double taxation and the corporation generally does not file a tax return. On their tax return, the Hawaii S corporation's shareholders include their share of the Hawaii Corporation's separately stated items of income, deduction, loss, and credit, and their share of non-separately stated income or loss.

What are the advantages of a C Corporation in Hawaii?
Generally most people form Hawaii C corporations that plan on publicly trading the corporation's stock. Since Hawaii S corporations cannot have more than 75 shareholders, choosing to maintain an Hawaii C corporation allows for 76 shareholders or more. An Hawaii C corporation can have multiple classes of stock such as preferred and common shares. An Hawaii C corporation will be double taxed since both the corporate entity and the individual owners have to file tax returns. However, an Hawaii S corporation can only be owned by individuals that are U.S. citizens or registered aliens, issue only one type of stock, and are limited to no more than 75 shareholders.

How do I obtain or prepare corporate bylaws for my Hawaii Corporation?
If you purchase our premium package, Sun will prepare the initial bylaws (standard language) for your Hawaii corporation and include meeting minutes (MS Word format) that you can prepare as needed.

What are the corporate bylaws and why are they so important for my Hawaii corporation?
The corporate bylaws serve as a blueprint for your Hawaii corporation The bylaws contain the rights, privileges, and powers of the officers, directors, and shareholders. Most Hawaii bylaws contain the number of directors and their names. Hawaii bylaws also contain the names of the officers for the titles: President, Vice-President, Secretary, and Treasurer/Chief Financial Officer (CFO).

Another important part of Hawaii corporation bylaws is to create "rules" on how the Hawaii corporation can open a bank account, take out loans, write checks, enter into contracts, obtain business credit, and issue stock certificates to its shareholders. Most Hawaii bylaws will reference a list of shareholders in alphabetical order that includes Hawaii shareholder's names, addresses, titles held with the Hawaii corporation, and the amount of shares the shareholder owns in the Hawaii corporation.

What is an Hawaii corporate seal?
After the Hawaii corporation prepares its bylaws or has Sun prepare the bylaws, the Hawaii corporation will need a corporate seal. A corporate seal is a handheld device that imprints paper with the corporation's name, state of formation, and date the Hawaii corporation was formed. Many banks and other lending institutes require Hawaii corporations to possess and use a corporation seal on business documents or loan papers. All Hawaii corporation kits that Sun sells contain a handheld corporate seal embosser.

What is a Hawaii corporate kit?
The Hawaii corporate kit is typically a hardbound binder that contains all of the Hawaii corporation's important documents such as the Hawaii Articles of Incorporation and bylaws. All the Hawaii corporation kits that Sun sells include having the Hawaii corporation's name hot stamped (professional imprint of the Hawaii corporation's name) on the spine. Most Hawaii corporation kits come with a slipcase to keep the binder safe. Some corporate kits are made with a slipcase built in. The choice is yours.

Another important part of an Hawaii corporate kit is stock certificates. All of the Hawaii corporate kits that Sundoc sells contain 20 custom stock certificates that include the Hawaii corporation's name, the amount of shares, the par value the corporation is authorized to issue, and the title of President and Secretary below the signature lines. If you have already formed your Hawaii corporation, you can order an Hawaii corporate kit by placing the order individually at our Corporate/LLC Kit order page.


Now that you have formed your Hawaii corporation, obtained your EIN from the IRS, decided upon whether to elect S corporation status or remain a C corporation, prepared the Hawaii bylaws, issued shares of stock, and used your seal embosser, it is time to verify which local city and/or county tax licenses your business will need. The best place to start is your city hall or county recorder's office. Take the time to verify your areas business licensing requirements. For those of you who plan to run your Hawaii corporation out of your home, check with your city or county to find out if a work at home permit is required. Once your licensing requirements are met, it is time to start operating your Hawaii corporation