Form a Foreign LLC in Hawaii – Hawaii Application For Certificate of Authority For Foreign Limited Liability Company (Form FLLC-1)

The Hawaii Application For Certificate of Authority For Foreign Limited Liability Company (Form FLLC-1) must be submitted to the Hawaii Department of Commerce and Consumer Affairs Business Registration Division. This paperwork must be accompanied by a Certificate of Existence or Certificate of Good Standing that has been issued by the Secretary of State or Custodian of Records of the applying foreign Limited Liability Company’s parent state. This Certificate must be dated within sixty days of the application date.

The Hawaii Application for Certificate of Authority For Foreign Limited Liability Company (Form FLLC-1) will require a payment of $50.00 plus a $1.00 State Archive Preservation Fee. These are both mandatory. If you would like a Certified Copy, you may obtain one upon request for an additional $10.00 Certification Fee. You may also opt to have this filing expedited for an additional $25.00. All checks used to pay such fees must be addressed and made payable to “Department of Commerce and Consumer Affairs.” You will need to file by mail if you wish to pay with a check. If you wish to pay with a credit card, you may do so by filing online at https://login.ehawaii.gov/lala/login?service=https%3A%2F%2Fhbe.ehawaii.gov%2FBizEx%2Fj_acegi_cas_security_check. It should be noted that you must have an account with the Hawaii Business Express site to file online.

How To File Electronically

Step 1 – Go to the Department of Commerce Consumer Affairs eHawaii Log In page here: https://login.ehawaii.gov/lala/login?service=https%3A%2F%2Fhbe.ehawaii.gov%2FBizEx%2Fj_acegi_cas_security_check. Log In to your account by providing your E-mail Address and Password in the appropriate fields then select the button labeled “Log In.”

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Step 2 – Select the button labeled “Use Quickfile.” This will direct the browser to a menu of electronic forms.

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Step 3 – On the home page, locate the link labeled “FLLC-1 Foreign LLC Application for Certificate of Authority.”

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Step 4 – A dialogue box will pop up giving you the option of using the Wizard should you have the information to file with multiple agencies and have not done so already or to continue with Quickfile. Select “Continue,” to continue with Quickfile.

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Step 5 – This is the electronic version of the Hawaii Application For Certificate of Authority For Foreign Limited Liability Company (Form FLLC-1). Locate Item I, then in the field labeled “Name,” enter the Full Name of the applying foreign Limited Liability Company exactly as it appears on the Certificate of Existence that will be uploaded and submitted with this application.

Step 6 – If the applying foreign Limited Liability Company is located in the United States (or Canada) then select the first radio button in Item II and use the drop down list below this choice to select the State or Province where the applying foreign Limited Liability Company is located. If the applying foreign Limited Liability Company is located outside of the United States (or Canada) then select the second radio button and use the drop down list below this choice to indicate the Country where the applying foreign Limited Liability Company is organized.

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Step 7 – Next in Item III, enter the Mailing Address of the applying foreign Limited Liability Company using the Address fields provided: Street 1, Street 2, City, State, Zip Code, and Country.

Step 8 – Item IV will require the applying foreign Limited Liability Company to maintain a Full Roster each Member’s Name, Address, and Capital Contribution at its Principal Office.

Step 9 – In Item Va, report the Full Name of the Hawaii Registered Agent obtained by the applying foreign Limited Liability Company. Then you must report whether this is an Individual or an Entity. If the Hawaii Registered Agent is an Individual, select the first radio button. If the Hawaii Registered Agent is an Entity, select the second radio button. Then, either report the State by selecting the radio button labeled “State” and using the drop down list in this choice to choose the State or Province where the Hawaii Registered Agent is located. If you are reporting the Country, then select the radio button labeled “Country” and use the drop down list in this choice to choose the Country where the Hawaiian Registered Agent is located.

Step 10 – In Item Vb, you must report the Street Address where the Hawaiian Registered Agent will receive Service of Process on behalf of the applying foreign Limited Liability Company (in the event it is called to court).  You must fill in the Street Address (Building Number, Street, Unit Number) in the field labeled “Street 1.” The field labeled “Street 2” is provided in case you need more room. Once this is done you may report the City, State, Zip Code, and Country where the Hawaiian Registered Agent may be physically found in the fields provided.

Step 11 – Report how long the applying Limited Liability Company intends to operate and remain active in Item VI. If the applying foreign Limited Liability Company plans on operating indefinitely then select the radio button labeled “At-will.” If the applying foreign Limited Liability Company plans on dissolving on a specific date then select the second radio button and enter the Date of Dissolution in the field provided.

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Step 12 – Item VI will require a definition as to the controlling parties of the applying foreign Limited Liability Company. If this is a Manager-managed entity then select the first radio button (labeled “Manager-managed…”). If this is a Member-managed entity, then select the second radio button (labeled “Member-managed…”) then select the second radio. You will need to list the chosen parties in Item VIc. You may only choose one of these choices and must list the parties making up the Management of the applying Limited Liability Company in Item 7c.

Step 13 – In Item 7c, you must report the parties who manage this entity. First, under the heading “Manager/Member #1” indicate the type of party you are reporting. If this is a person then choose the radio button labeled “Individual.” If this is a business entity then choose the radio button labeled “Entity.” Below this you will have several fields to define the Address of the Manager or Member Manager being reported. Dot this by filling in the fields labeled “Street 1” (and “Street 2” if you need more room), “City,” “State,” “Zip Code,” and “Country.” If any of the parties being reported here use either the Principal Office Address or the Registered Office Address as their own then, you may auto populate these fields with this information by selecting the button labeled “Same As Mailing Address” or “Same As Registered Office,” respectively. Once you have documented the Manager/Member Type, Name, and Address you may use the link on the right, “Add Another Manager/Member” to report another party in this role. This will generate an additional entry with the appropriate fields directly below the initial one.

Step 14 – Item VIII will need definitions regarding Member Liability. If members will not be held liable for debts, liabilities, and obligations then select the first radio button. If they will be held liable for debts liabilities and obligations, then check the second radio button. If only certain debts, liabilities, and obligations will apply to Members, then select the third radio button and define such debts, liabilities, and obligations that Members will be liable for in the text box labeled “Specify debts, obligations, and liabilities below (if appropriate).”

Step 15 – Use the button labeled “Browse” to upload the Certificate of Existence from your computer. The Certificate of Existence must be issued by the Secretary of State, Custodian of Records, or similar such authority of the governing body of the applying foreign Limited Liability Company’s home state.  Note: The Certificate of Existence must have been issued and dated within Sixty Days of this application’s Filing Date.”

Step 16 – Next, an Authorized Representative of the applying foreign Limited Liability Company must provide an Electronic Signature. If the Signature Party is an Individual then select the first radio button. Then have the Signature Party, type in his or her Name in the first text box, enter his or her Title in the second text box, and re-type his or her Name in the third text box. If the Signature Party is an entity, then select the second radio button. This will generate a field where the Signature Party must indicate the Name of the entity he or she is representing. When ready, select the button labeled “Review and Purchase” to navigate to a page where you may review the form being submitted, select any additional services, and make a payment by entering your credit card information. The Filing Fee for the Hawaii Application For Certificate of Authority For Foreign Limited Liability Company (Form FLLC-1) is $50.00 plus a mandatory State Archive Preservation Fee of $1.00. You may order a Certified Copy for an additional $10.00 (optional). Also you may choose to opt for Three Day Expediting for an additional payment of $25.00. This Filing will be considered submitted once Full Payment has been cleared and you have received confirmation.

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How To File By Mail

Download Form

Step 1 – Download a blank copy of the Hawaii Application For Certificate of Authority For Foreign Limited Liability Company by selecting the link labeled “Download Form” above or by selecting this link: Form FLLC-1

Step 2 – In Item 1, enter the Full True Name of the applying Limited Liability Company on the blank line provided. This must appear exactly as it is printed on the Certificate of Existence being submitted with this application.

Step 3 – In Item 2, report the home state or country where the applying foreign Limited Liability Company is located and operates in.

Step 4 – In Item 3, enter the Complete Address of the applying foreign Limited Liability Company’s Principal Office on the blank line provided. This must be an up to date and reliable Address where the applying foreign Limited Liability Company receives its mail.

Step 5 – Item 4 will bind the applying foreign Limited Liability Company to maintaining a Complete and Up to Date Roster of the Names and Address of all Members for the duration the Effect of this registration remains active.

Step 6 – The State of Hawaii will require that an Individual who resides in Hawaii, a Domestic Entity legally operating in Hawaii, or a foreign entity authorized to conduct business in Hawaii be Named as a Hawaii Registered Agent. The Hawaii Registered Agent must consent to receiving court generated paperwork and/or Service of Process on behalf of the applying foregin Limited Liability Company then fulfill the role of this title. On the first space in Item 5a, report the Identity of the Hawaii Registered Agent and the State or Country of the Hawaii Registered Agent. In Item 5b, fill in the Address for the Physical Location of the Hawaii Registered Agent’s Registered Office. This may not contain a P.O. Box Address and must be the specific Building Number, Street, Suite, City, State, and Zip Code where the Hawaii Registered Agent may be found.

Step 7 – If the applying foreign Limited Liability Company’s intended lifespan, or Period of Duration, is Perpetual then mark the first box (labeled “At-will”) in Item 6. If the applying foreign Limited Liability Company intends to dissolve its status on a specific day, then mark the box labeld “For a specified term to expire on,” and enter the Date of Dissolution utilizing the three spaces provided (“Month,” “Day,” “Year”).

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Step 8 – Item 7 will seek to define the controlling parties of the applying foreign Limited Liability Company’s activities. If the applying foreign Limited Liability Company will be Manager Member, then mark the check box labeled Item 7a and report the Full Name and Business Address of each Manager on the spaces in Item 7c. If the applying foreign Limited Liability Company is Member Managed, then mark the box in Item 7b and report the Full Name and Business Address of each Member using the spaces in Item 7c. You may only choose either Item 7a or Item 7b. Regardless of which of these you choose, you must report the Managers in Item 7c.

Step 9 – In Item 8, define the liability of the members of the applying Limited Liability Company. If the members will not be liable for debts, obligations, and liabilities then mark the first check box. If the Members will be held liable for all debts, obligations and liabilities of the applying foreign Limited Liability Company then mark the second box. If the Members of the applying foreign Limited Liability Company are responsible only for specific debts, obligations, and liabilities then you must mark the third box and document the exact liabilities of the Members in the space provided.

Step 10 – As per Item 9, attach an original Certificate of Existence that has been issued within sixty days of the application date. This Certificate will only be accepted if it has been issued by the applying foreign Limited Liability Company parent state’s governing body.

Step 11 – At the end of the document will be a verification statement and an area to enter the Day, Month, and Year this document was signed (on the line beginning with the words “Signed this”). Below this, at least one Authorized Representative of the applying foreign Limited Liability Company must Print and Sign his or her Name.

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Step 12 – Once the information has been carefully checked and all paperwork has been attached. Organize the Hawaii Application For Certificate of Authority For Foreign Limited Liability Company (Form FLLC-1) and the Certificate of Existence you have obtained into a submission package. You may send this package by mail or by courier. The Filing Fee for the Hawaii Application For Certificate of Authority For Foreign Limited Liability Company (Form FLLC-1) is $50.00 Filing Fee and may be remitted with a check made out to “Department of Commerce and Consumer Affairs.”  There will be a $1.00 State Archive Preservation Fee. Additional Services are available upon request and may include 3-Day Expediting for a $25.00 Expediting Fee or a Certified Copy for the additional charge of $10.00. These services are optional.

 

File By Mail

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

File By Courier

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

Step 13 – One of the obligations of a foreign Limited Liability Company is to stay active and in compliance in the eyes of the state. Every Limited Liability Company in Hawaii will need to file an Annual Report, every year, on its Quarter Anniversary. That is if the Limited Liability Company was registered between Jan 1 and March 31, it will need to file an Annual Report by March 31. If the Limited Liability Company was formed between April 1 and June 30, it will need to file an Annual Report by April 1. If the Limited Liability Company was registered between July 1 and August 31, it will need to file an Annual Report by July 1. If the Limited Liability Company was formed between October 1 and December 31, it must file an Annual Report by Oct 1. This may be done by filling out and submitting the Limited Liability Company Annual Report (Form C5) or filed online at https://login.ehawaii.gov/lala/login?service=https%3A%2F%2Fhbe.ehawaii.gov%2FBizEx%2Fj_acegi_cas_security_check.