Hawaii Articles of Organization (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You create a Hawaii LLC by filing Articles of Organization (Form LLC-1) with the Department of Commerce and Consumer Affairs, Business Registration Division. You can file online through Hawaii Business Express, by mail, or in person, and you must appoint a Hawaii registered agent. Hawaii has no separate Secretary of State.

Quick Answer

Document
Articles of Organization, Form LLC-1
Agency
Dept. of Commerce and Consumer Affairs (DCCA), Business Registration Division
Filing methods
Online (Hawaii Business Express), mail, or in person
Registered agent
Required, with a physical Hawaii address
Governing law
Hawaii Uniform Limited Liability Company Act (HRS Chapter 428)
Ongoing
Annual report to the Business Registration Division; GET license from the Department of Taxation

Hawaii Agency and Document: DCCA and Form LLC-1

A Hawaii LLC comes into existence when you file Articles of Organization on Form LLC-1 with the Business Registration Division (BREG) of the Hawaii Department of Commerce and Consumer Affairs (DCCA). Unlike most states, Hawaii has no separate Secretary of State: business entity filings are handled by DCCA rather than a Secretary of State office. The acceptance of the Articles by BREG is the legal act that forms the company under the Hawaii Uniform Limited Liability Company Act.

Form LLC-1 asks for the LLC's name, its principal office address, the name and address of the registered agent, whether the LLC is member-managed or manager-managed, the names and addresses of the initial members or managers, and whether members are personally liable for the LLC's debts. The name must include a proper designator such as "LLC" or "Limited Liability Company" and must be distinguishable from other names on record. You can reserve a name in advance and check availability through the state's business search before you file. This page covers the Hawaii formation document specifically; for the broader process, see how to form an LLC.

How to File Hawaii Articles of Organization, Step by Step

Filing Form LLC-1 is the central act of forming a Hawaii LLC. The steps below cover the filing itself and the tasks that immediately follow it.

  1. Choose a distinguishable name. Select a name with an LLC designator that is distinguishable from existing entities registered with BREG. Search the state business registry first, and reserve the name if you are not ready to file.
  2. Appoint a Hawaii registered agent. Every LLC must name a registered agent with a physical Hawaii street address who consents to accept service of process and official notices on the company's behalf.
  3. Complete and file Form LLC-1. Fill in the Articles of Organization and file with BREG. The fastest route is online through Hawaii Business Express; you may also file by mail or in person. Pay the state filing fee, and pay the expedite fee if you need faster processing.
  4. Complete post-filing steps. Obtain a federal EIN, adopt an operating agreement, register for the Hawaii general excise tax with the Department of Taxation, and calendar your first annual report.

Once BREG accepts your Articles, you will receive confirmation and a filed-stamped copy. Keep that document with your records; banks generally require it, along with the EIN, to open a business account in the LLC's name.

Required Contents and Filing Methods

Getting Form LLC-1 right the first time avoids rejections and delays. At a minimum, the Articles of Organization must identify the company and give BREG the information it needs to maintain the public record. The table below summarizes the core items and how they are handled.

ItemWhat it means
LLC nameIncludes an LLC designator; distinguishable from existing names
Principal officeThe LLC's main business address
Registered agentName and physical Hawaii address; agent consents to serve
ManagementMember-managed or manager-managed, with initial members or managers
Member liabilityWhether any member is liable for the LLC's debts (usually no)
Organizer signatureSigned by the organizer forming the company

You can submit the Articles online, by mail, or in person with BREG. The state charges a filing fee for Form LLC-1 and an additional fee for expedited review; because these amounts can change, confirm the current fee on the DCCA fee schedule before you file rather than relying on an older figure.

Two choices on the form deserve extra thought because they are awkward to change later. The first is management structure. A member-managed LLC is run directly by its owners, which suits a small business where everyone is active. A manager-managed LLC concentrates authority in one or more designated managers, which fits passive investors or a larger ownership group. The second is the member liability statement: in the ordinary case, members are not personally liable for the LLC's debts, and that limited liability is the main reason to form an LLC in the first place. Your operating agreement should mirror whatever you elect on Form LLC-1 so the public filing and your internal governance document do not contradict each other.

Accuracy on the registered agent and addresses matters just as much as the fee. The registered agent must have a real physical Hawaii street address, not just a post office box, because that address is where the state and the courts send legal notices. If your agent resigns or moves, or if your principal office changes, file the appropriate change form with BREG promptly so the record stays current and you do not miss service of process. A lapsed or invalid agent can expose the LLC to a default judgment it never had the chance to answer.

After Filing: EIN, Taxes, and Annual Report

Formation is the first step, not the last. After BREG accepts your Articles, get an EIN from the IRS so you can open a bank account, hire, and file taxes. Then register with the Hawaii Department of Taxation for a general excise tax (GET) license. Hawaii does not levy a conventional sales tax; instead it imposes the GET on business gross income, and most LLCs must obtain a GET license before doing business. Depending on your activity, you may also register for other Hawaii taxes.

Hawaii LLCs must file an annual report with BREG to stay in good standing. The report keeps the company's information current and is due based on the calendar quarter in which the LLC was registered. Missing annual reports can lead the state to administratively dissolve the LLC, so calendar the deadline. For federal tax purposes, the IRS treats a single-member LLC as a disregarded entity and a multi-member LLC as a partnership by default, and either can elect S-corporation or corporate treatment.

It helps to think of the Articles of Organization as the opening entry in an ongoing compliance record rather than a one-time task. Formation puts the LLC on the state register, but staying in good standing depends on keeping the registered agent valid, filing every annual report on time, holding a current GET license, and paying the taxes tied to your gross income. Because Hawaii uses the GET rather than a sales tax, businesses that assume they owe no tax on services are often caught off guard: the GET generally applies to service income as well as goods. Registering for the GET license at the same time you form the LLC keeps you from operating out of compliance during your first months of business.

Finally, plan for the eventual end of the LLC as carefully as its start. If you ever wind the company down, Hawaii expects you to file articles of termination with BREG and settle your GET and other tax accounts, rather than simply letting the annual reports lapse. Letting the LLC fall into administrative dissolution can leave loose ends, including tax obligations and an inaccurate public record. See how to dissolve an LLC for the closing side of the lifecycle, and business licenses for the permits your specific activity may require on top of formation.

Frequently Asked Questions

What form creates a Hawaii LLC?

Form LLC-1, the Articles of Organization for a limited liability company. You file it with the Department of Commerce and Consumer Affairs, Business Registration Division, online, by mail, or in person to bring the LLC into existence.

What agency handles Hawaii LLC filings?

The Business Registration Division (BREG) within the Department of Commerce and Consumer Affairs. Hawaii has no separate Secretary of State, so entity filings go through DCCA rather than a Secretary of State office.

How much does it cost to file Articles of Organization in Hawaii?

The Business Registration Division sets the filing fee for Form LLC-1, and expedited service costs extra. Confirm the current fee on the DCCA fee schedule before filing, since amounts can change.

Does a Hawaii LLC need a registered agent?

Yes. Every Hawaii LLC must appoint and maintain a registered agent with a physical Hawaii address who can accept service of process. You name the agent in the Articles of Organization.

Do I need to file a Hawaii annual report?

Yes. After formation, a Hawaii LLC must file an annual report with the Business Registration Division to stay in good standing. The report is due based on the quarter in which the LLC was registered.

What is the Hawaii general excise tax?

Hawaii levies a general excise tax (GET) on business gross income rather than a conventional sales tax. Most LLCs register for a GET license with the Hawaii Department of Taxation before doing business.

Related

More Hawaii business guides

Form An Llc In Business License In Dissolve An Llc In Annual Report Get An Ein In Business Entity Search Dba Filing Llc Tax Filing Operating Agreement Registered Agent

Sources

  1. Hawaii DCCA - Business Registration Division (agency that files LLCs; no separate Secretary of State).
  2. Hawaii DCCA - Domestic Limited Liability Company (Form LLC-1 registration).
  3. Hawaii DCCA - Business Registration Tools and Forms (Articles of Organization).
  4. Hawaii Business Express - Register a Business Online.
  5. Hawaii Business Express - File an Annual Report.
  6. Hawaii DCCA - Business Entity Search (name distinguishability).
  7. Hawaii Department of Taxation - General Excise Tax (GET) Information.
  8. Hawaii Department of Taxation - GET Registration and Rates.
  9. Hawaii Revised Statutes - Chapter 428, Uniform Limited Liability Company Act.
  10. Hawaii Revised Statutes - HRS 428-203, Articles of Organization.
  11. IRS - Limited Liability Company (LLC) (federal default classification).
  12. IRS - Get an Employer Identification Number (free EIN).
  13. IRS - Single-Member LLCs (disregarded entity).
  14. Cornell Legal Information Institute - Limited Liability Company (LLC).
  15. Cornell Legal Information Institute - Articles of Organization.
  16. Cornell Legal Information Institute - Registered Agent.

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and procedures change; verify current requirements with the Hawaii Department of Commerce and Consumer Affairs and the Hawaii Department of Taxation before acting.