Form a Domestic LLC in Hawaii – Articles of Organization for Limited Liability Company (Form LLC-1)

The Hawaii Articles of Organization for Limited Liability Company (Form LLC-1) is a filing required by the Hawaii Department of Commerce and Consumer Affairs Business Registration Division. Several facts will need to be established before you file this document. For instance, you must settle on a unique Name the Limited Liability Company will use, solidify an official Business Address, and appoint a Hawaii Registered Agent.

You may file the Hawaii Articles of Organization for Limited Liability Company (Form LLC-1) by mail or online(https://hbe.ehawaii.gov/BizEx/home.eb). You will need an account with the Hawaii Business Express Site in order to file online and pay the $50.00 Filing Fee with a credit card. You may pay with a check made out to “Department of Commerce and Consumer Affairs if you are filing by mail. The processing time will vary depending upon the time of year however you may expedite the review process to three business days for an additional $25.00. If you wish a Certified Copy to be mailed back to you, this will cost an additional $10.00. All additional service charges must be added to the Filing Fee. There will also be a mandatory $1.00 State Archive Preservation Fee.

How To File Online

Step 1 – Go to https://hbe.ehawaii.gov/BizEx/home.eb then enter the E-Mail Address and Password for your account. When you have done this, select the button labeled “Log In.”

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Step 2 – Select the button labeled “Use QuickFile” on the right hand side of the page.

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Step 3 – This will provide a list of applicable forms for this filing, select the link labeled “LLC-1 Articles of Organization for Limited Liability Company.”

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Step 4 – A pop up dialogue box will appear suggesting you use the Wizard should you wish to file with multiple agencies. For our purposes select the button labeled “Continue.”

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Step 5 – Locate the first section, Article I, then enter the Full Name of the Limited Liability Company being formed. This must  – 7be a distinguishable Name on the record books and have an appropriate business suffix such as “Limited Liability Company,” “Ltd. Liability Co.,” “LLC,” or other acceptable abbreviations.

Step 6 – Next, in Article II, report on the Mailing Address of the forming Limited Liability Company. You may use the “Street 1,” “Street 2,” “City,” “State,” “Zip Code,” and “Country” fields to input this information.

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Step 7 – In Article III, you will need to report the Identity of the Registered Agent that will be serving the Limited Liability Company as an official receiver of court generated documents and Service of Process. In Article IIIa, use the text field to enter the Full Name of this Registered Agent, precisely as it appears on the records. Then in the area labeled “Agent Type,” indicate if this is an Individual or an Entity (business) by checking the first radio button for Individual or the second radio button for an Entity. Next, you must indicate whether you will report the State the Registered Agent is in or the Country. If you are reporting the State, then select the radio button labeled “State” and use the drop down list directly below this to choose the State. If you are reporting the Registered Agent’s Country, then select the radio button labeled “Country” and use the drop down list directly below this to choose the appropriate Country.

Step 8 – In Article IIIb, enter the Complete Street Address where the Registered Agent is Physically Located and may be found during business hours. There will be a button available labeled “Same as Mailing Address,” this refers to the Principal Office Address reported earlier. If this is the case, then select the button labeled “Same as Mailing Address,” otherwise use the fields labeled “Street 1” and “Street 2” to enter the Building Number, Street, and Unit Number where the Registered Agent is located (“Street 2” is optional). Then use the fields labeled “City,” “State,” “Zip Code,” and “Country” to report the remainder of this Address.

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Step 9 – In Article IV, you will need to report the Full Name and Business Address of each Organizer. In the area labeled “Organizer #1,” select the radio button labeled “Individual” if the Organizer being reported is a person or select the radio button labeled “Entity” if the Organizer being reported is a business or organization. Next, in the field labeled “Name,” enter the Full Name of the Organizer being reported.

Step 10 – You may choose to auto populate the Address fields (Street 1, Street 2, City, State, Zip Code, and Country) with either the Principal Office Mailing Address by selecting the button labeled “Mailing Address” or you may auto populate the Address fields with the Registered Office Address by selecting the button labeled “Same As Registered Office.” If the Organizer being reported has a different Address, then you must use the Address fields provided to document the Organizer Address. If you desire to enter another Organizer’s information then select the link labeled “Add Another Organizer.” This will add an additional Organizer section that you may fill in. All entries will remain on the screen for easy access and you may delete any entry by selecting the link labeled “Delete Organizer” (at the top of the entry).

Step 11 – Next, in Article V, select the radio button labeled “At-will” if the Limited Liability Company intends to operate perpetually. If the Limited Liability Company intends to dissolve on a certain Date then select the radio button labeled “For a specified term to expire on” and enter the Date the Limited Liability Company intends to dissolve in the field provided.

Step 12 – In Article VI, you must indicate if this is a Manager-managed Limited Liability Company or a Member Managed Limited Liability Company. If this is a Manager Managed Limited Liability Company then select the first radio button and enter the Number of Members in the field provided. If this Limited Liability Company is Member Managed then you must select the radio button in Article VIb. You may only choose either Article IVa or Article IVb.

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Step 13 – Next in Article VIc, you must report the Name and Business Address of each Manager if this is a Manager-managed Limited Liability Company or the Name and Business Address of each Member if this is a Member-managed Limited Liability Company. To begin, enter the Name of the Manager/Member being reported in the field labeled “Name,” under the heading “Manager/Member #1.” You may auto populate the Address fields with the Principal Office Mailing Address reported earlier by selecting the radio button labeled “Same As Mailing Address,” you may auto populate the Address fields with the Address reported for the Registered Office by selecting the button labeled “Same As Registered Office,” or you may enter the Address manually if it is a unique Address that has not been reported in either of these sections. You will be provided two fields for the Building Number, Street, and Unit Number (Street 1 and Street 2) and four fields for the balance of the Address: City, State, Zip Code, Country. Once you have entered this information select the link on the bottom right of this entry labeled “Add Another Manager/Member.” The previous entry will remain on the screen and new fields will appear to report the next Manager/Member. This must be a complete Roster.

Step 14 –  In Article VII, select the first radio button if the Members of the company will not be liable for debts, obligations, and liabilities. If the members will be held liable in such matters then select the second radio button. If there are specific debts, obligations, and liabilities the Members will be liable for then select the third radio button and list the specific debts, obligations, and liabilities the Members will be liable for in the text box provided. You may only choose one of these radio buttons. Note: If choosing the third one, make sure to be very specific on the conditions the Members are liable for.

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Step 15 – Next, in the section labeled “Signature,” a previously listed Organizer must provide his or her Electronic Signature. To begin, indicate if the Signature Party is an Individual or providing an Electronic Signature on behalf of an Organizing Entity. If it is an Individual, select the first radio button, then type in your Full Name in the first field and provide a valid Signature in the second field by typing in your Name again. If the Signature Party is an Entity then mark the second radio button and enter the Name of the Entity in the first field, the Full Name of the Signature Party in the second field, the Title of the Signature Party in the third field, and the Electronic Signature (re-type your name) in the last field.

Step 16 – There will be three options available at the bottom of this page. If you would like to finish this later, then select “Save and Finish Later.” You may access this filing at a later date upon login via your dashboard. If you would like to review the information entered and submit this filing, select the button labeled “Review and Purchase.” This will direct the browser to a review area then a purchase area where you may enter your credit card information and purchase options. The Filing Fee for submission is $50.00 plus a $1.00 State Archive Preservation Fee. Certified Copies will be available for $10.00 and Three Day Expedited Service is available for an addtional $25.00. The final option will be to clear all the fields on the form with the “Reset Form” button. Make sure all the information being submitted on this form is correct then select the button labeled “Review and Purchase” to file these documents. You will receive a payment confirmation for your records.

 

How To File By Mail

Download Form

Step 1 – Download the Articles of Organization for Limited Liability Company by selecting either the link above (labeled “Download Form”) or by clicking here: Form LLC-1

Step 2 – On the first blank line, below the words “The name of the company shall be,” report the Full Name of the Limited Liability Company being formed.

Step 3 – Report the Mailing Address of the Principal Office, or Headquarters, of the forming Limited Liability Company on the second blank line.

Step 4 – Next in Article III, report the Name of the Registered Agent on the first blank space. Then on the second blank space report the State or Coutnry of the Registered of the Registered Agent. Then in Part b, report the Street Address of the Registered Office (or place of business) in the State of Hawaii where the Registered Agent obtained by the forming Limited Liability Company may receive Service of Process and other court generated documents on behalf of the formign Limited Liability Company.

Step 5 – In Article IV, you will need to list the Organizers who are involved in the formation of this Limited Liability Company. There will be two columns provided with several blank lines in each one. Use these spaces to report the Full Name and Complete Business Address of each Organizer.

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Step 6 – In Article V, the Period of Duration must be determined. That is, how long does forming Limited Liability Company intend to operate as such an entity. If this entity intends to operate as a Limited Liability Company indefinitely, then mark the check box labeled “At-will.” If this entity intends to operate only for a set time period then mark the second check box and enter the Month, Day, and Year the forming entity will dissolve in the spaces provided.

Step 7 – Next, in Article VI, mark the box labeled “a,” if the Limited Liability Company is managed by Managers, then enter the Number of Initial Members on the blank line. If the forming Limited Liability Company is managed by Members then mark the box labeled “b.” You may only mark one of these choices. In Article VIc, you must report the Full Name and Complete Address of the Managers of the forming Limited Liability Company. There will be two columns with several blank spaces provided to do this.

Step 8 – In Article VII, you will need to define the level of liability for the Members of the forming Limited Liability Company. If the members shall not be liable for the debts, obligations and liabilities of the forming Limited Liability Company, then place a mark in the first check box. If the Members will be liable for all debts, obligations and liabilities then place a mark in the second check box. If the Members will be responsible for only certain debts, obligations and liabilities then place a mark in the third box and specifically document what the Members are liable for in the space provided.

Step 9 – At the end of this document, below the binding paragraph, enter the Signature Date of this document by filling in the Calendar Day of the month this document was signed on the blank space after the words “Signed this.” Then report the Month of the Signature Date on the second blank space and the Year this document was signed on the third blank space. Below this at least one Organizer listed in Article IV must Type/Print his or her in the space labeled “Type/Print Name of Organizer.” Below this the Signature Party must sign his or her Name. There will be enough room for two organizers to do this.

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Step 10 –  Next, you will need to verify the information you have just entered and organize your submission package. This must consist of at least one copy of the Articles of Organization for Limited Liability Company (Form LLC-1) and a check made out to “Department of Commerce and Consumer Affairs” in the amount of $51.00 ($50.00 Filing Fee + $1.00 State Archive Preservation Fee). Three Day Expedited Service is available for an additional $25.00 and/or a Certified Copy of your filing for an additional $10.00.

Mail To:

Department of Commerce and Consumer Affairs
Business Registration Division
P.O. Box 40
Honolulu, HI 96810

Deliver To:

Department of Commerce and Consumer Affairs
Business Registration Division
335 Merchant Street
Honolulu, HI 96810

Step 11 – Annual Report: Based upon the quarter you formed the Limited Liability Company, an Annual Report will need to be filed by a certain date. If the Limited Liability Company was formed between January 1 and March 31, the Annual Report will be due on March 31 of each year. If the Limited Liability Company was formed between April 1 and June 30, you will need to file an Annual Report by April 1 of each year. If the Limited Liability Company was formed between October 1 and December 31, you will need to file an Annual Report by October 1 of each year. You may file the Annual Report online at https://hbe.ehawaii.gov/BizEx/home.eb or you may obtain a copy of Domestic Limited Liability Company Annual Report (Form C5).