Form a Hawaii Corporation

Let LawInc get your Hawaii Corporation set up, the right way. We are the Hawaii incorporation experts. Allow us to file your Articles of Incorporation with the Hawaii Department of Commerce, Business Registration Division, prepare your bylaws, organizational minutes, stock certificates, stock ledger and more.

Incorporating in Hawaii

Incorporating in Hawaii can be vital to businesses based of Hawaii. At LawInc, we take incorporating in Hawaii, seriously. We can also obtain your Hawaii corporation Tax ID number and file your S corporation election with the IRS.

Hawaii Incorporation Information

The following Hawaii incorporation information will likely be helpful when deciding to incorporate in Hawaii.

Hawaii Corporation Name

The first step in forming an Hawaii corporation is selecting the business name. Hawaii corporation names:

• The name must contain the word “corporation,” “company,” “incorporated,” “limited” or an abbreviation of one of these terms.
• Cannot be deceptively similar to, or similar to the name of any other registered Hawaii business entity and any reserved names on record.

LawInc.com permits you to choose up to three names and will conduct a name search for your Hawaii corporation, prior to filing.

Hawaii Corporation Formation

Hawaii Filing Procedure: To incorporate in Hawaii, you must file a Hawaii Articles of Incorporation with the Hawaii Department of Commerce, Business Registration Division.

The Hawaii Articles of incorporation should include:

• Corporation name.
• Number of shares to be issued.
• Registered agent address.
• Name and address of the incorporator.
• Corporation’s initial principal mailing address.

Hawaii Corporation Authorized Shares: There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure.

Hawaii Corporate Directors: The Hawaii corporation board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the Certificate of Formation or bylaws. A director must be a natural person who is at least 18 years of age. One director must live in the State of Hawaii. Director names must be listed in the Hawaii Articles of Incorporation.

Hawaii Corporate Officers: One individual may hold the offices of President, Secretary and Treasurer. Officer names must be listed in the Hawaii Articles of Incorporation.

Hawaii Incorporator: Minimum number of Hawaii incorporators is 1 and there is no requirement that the organizer be an Hawaii resident.

Hawaii Corporation Purpose: According to Hawaii Statutes, all corporations are authorized to transact any and all lawful business activity. The purpose need not be designated in the Articles.

Hawaii Stock: The number of authorized corporation shares must be designated in the Hawaii Articles of Incorporation. The number of shares does not impact the state filing fee. A Hawaii corporation is exempt from registration under Hawaii’s Uniform Securities Act if there are 25 or subscribers or less.

Hawaii Registered Agent: An Hawaii corporation must maintain a registered agent and office to receive service of process in Hawaii. The Hawaii registered agent should be available, at an Hawaii physical address, during normal business hours to accept important legal and tax documents on behalf of the Hawaii corporation. The registered agent can either be (1) an individual resident whose business office is the same as the registered office or (2) a corporation with authority to transact business in Hawaii, having a business office identical with the registered office.

Hawaii Professional Corporation: Pursuant to Hawaii law, certain professionals may form professional corporations. Hawaii professional corporations must comply with particular name conventions and are not permitted to engage in any other business except investing funds in real estate, mortgages, stocks, bonds, or any other type of investment.

Hawaii Corporation Post-Filing Requirements

Hawaii Annual Report: The Hawaii Business Registration Division of the Department of Commerce and Consumer Affairs requires corporations to file an annual report yearly based on the quarter the company was officially filed in. Due dates are: March 31st, June 30th, September 30th and December 31st. The filing fee is $15.00 and the report can be filed online.

Hawaii Corporate Minutes: Hawaii corporations are required to hold and document annual shareholder and director meetings.

Hawaii Corporation Taxes

Hawaii Corporation Taxes: For information on Hawaii taxes, visit: http:/www.state.hi.us/tax/tax.html.

Hawaii C Corporation: All Hawaii corporations formed by default are “C” corporations. A Hawaii C corporation is a Hawaii corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Hawaii C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Hawaii C corporations offer many planning and benefit opportunities.

Hawaii S Corporation: A Hawaii S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Hawaii S corporations are not subject to the double taxation C corporations encounter. The Hawaii Department of Commerce recognizes S corporation status.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. All Hawaii corporations should obtain an EIN.

Hawaii Corporation Dissolution

State of Hawaii: In order to dissolve an Hawaii corporation, you must file Form DC-13, Hawaii Articles of Dissolution with the Hawaii Department of Commerce, Business Registration Division. You are not required to obtain a tax clearance certificate prior to dissolution of a Hawaii corporation.

IRS: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return.