How to Dissolve an LLC in Hawaii: Steps & Forms (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 20, 2026 · Last updated Aug 20, 2026

You dissolve a Hawaii LLC by approving the dissolution, winding up the business and paying its debts, filing final Hawaii and federal tax returns, and then filing Form LLC-11, Articles of Termination, with the Business Registration Division (BREG) of the Hawaii Department of Commerce and Consumer Affairs. Filing the articles is the legal act that ends the LLC - but it comes last, after debts and taxes are settled.

Two Ways a Hawaii LLC Ends

A Hawaii LLC ends in one of two ways. Voluntary termination is the clean route: the members decide to close, the company winds up its affairs, and it files Articles of Termination with the Business Registration Division of the Department of Commerce and Consumer Affairs. Involuntary termination happens when the state acts against a company that has fallen out of compliance - for example, one that stops filing its annual report or fails to maintain a registered agent. This page covers the voluntary route and explains why simply walking away is a costly mistake. For the national process, see how to dissolve an LLC.

Hawaii uses the word termination for LLCs where many states say dissolution. The distinction matters when you go looking for the right form: LLCs file Form LLC-11, while Hawaii corporations file Articles of Dissolution on a different form entirely. Choosing the corporate form for an LLC is one of the most common reasons a closing filing is rejected and sent back.

How to Dissolve a Hawaii LLC, Step by Step

Termination is a five-step process that ends with Form LLC-11. Complete the internal and tax steps before you file, because terminating the LLC does not erase what it owes.

1. Approve the dissolution. Follow your operating agreement to approve dissolution by member vote or written consent, and record it. Without an agreement, Hawaii's default LLC rules control the vote.
2. Wind up the business. Stop taking new work, collect receivables, notify and pay creditors, and distribute what is left to the members only after obligations are discharged or provided for.
3. Close Hawaii and federal taxes. File final general excise, withholding, and income tax returns with the Hawaii Department of Taxation, and final federal returns with the IRS.
4. File Form LLC-11. File the Articles of Termination with BREG through Hawaii Business Express, by mail, by fax, or in person, and pay the nonrefundable filing fee.
5. Close federal accounts. File the final federal return and send the IRS a letter closing the business account tied to your EIN.

Keep the filed articles and your final returns; lenders, buyers, and former members routinely ask for proof the company was closed properly.

What Form LLC-11 Requires You to Certify

Form LLC-11 is short, but the certifications on it carry real weight. By signing, an authorized person states that all debts, obligations, and liabilities of the LLC have been paid and discharged or that adequate provision has been made for them; that all remaining property and assets have been distributed among the members according to their respective rights and interests; and that the LLC's business has been wound up. These are not formalities - they are representations about the state of the company at the moment of filing.

The form also lets you control timing. The legal existence of the LLC terminates on the date and time the Articles of Termination are filed, or on a later date and time you specify, provided that date is no more than 30 days after the filing. That short window is useful when you want the termination to line up with the end of a month, a lease, or a tax period, but it is not long enough to serve as a substitute for finishing the wind-up first.

Winding Up: Debts, Assets, and Notice

Winding up is the period in which the LLC still exists, but only to close itself out. During wind-up the company collects what it is owed, resolves leases and contracts, pays or makes provision for known creditors, and distributes any remainder to the members. Hawaii, like every state, expects creditors to be satisfied before members receive distributions - the order matters, and reversing it is what creates personal exposure.

Careful wind-up protects the people who owned the business. If assets go out the door before debts are paid, members can be pursued for the shortfall up to what they received. Give known creditors written notice, keep a record of how each debt and distribution was handled, and see the Legal Information Institute on winding up for the general framework. This is also the point to cancel your registered agent engagement, insurance, and any local permits once they are genuinely no longer needed.

Closing Hawaii and Federal Tax Accounts

Hawaii does not levy a conventional retail sales tax. Instead it imposes a general excise tax (GET) on the gross income of the business itself, and almost every operating company holds a GET license. Before you terminate, file your final periodic and annual GET returns with the Hawaii Department of Taxation, file final withholding returns if you had employees, file the final Hawaii income tax return, and then cancel the GET license and any other tax accounts. Leaving a GET account open is the single most common way a closed Hawaii business keeps generating assessments and delinquency notices.

Federally, file the final return and mark it final: Form 1065 for a multi-member LLC taxed as a partnership, or Form 1120-S for one that made an S-corp election. A single-member LLC with no election reports on the owner's Schedule C. Then write to the IRS to close the business account tied to the EIN. Unpaid Hawaii taxes survive termination and can be collected afterward, so resolve them before Form LLC-11 goes in.

Filing the Articles of Termination

You file Form LLC-11 with the DCCA Business Registration Division. The fastest route is online: open the company's record through the state's business name search, go to the Forms tab, and select LLC-11. BREG also accepts the form by mail, by fax, and over the counter at 335 Merchant Street in Honolulu. A nonrefundable filing fee is due with the form; because state fees change, confirm the current amount on the BREG forms page rather than relying on a figure you find on a commercial site. Expedited review is available for an additional charge.

Before BREG will process the termination, the LLC generally needs to be current on its state obligations, including its registration record and annual report. Budget for any catch-up filings you owe. Once the articles are accepted, the LLC's legal existence ends and its status changes in the Hawaii business entity search, which is where banks and counterparties will look to confirm the closure.

What Happens If You Just Stop Filing

Abandoning a Hawaii LLC is not the same as closing it. If the company stops filing its annual report or loses its registered agent, the state can move to administratively terminate it. That sounds like the same outcome, but it is not: the entity keeps appearing in the public registry during the run-up, registered-agent and penalty obligations can keep accruing, and none of the orderly wind-up protections apply. Members who took distributions along the way remain exposed to creditor claims.

An administratively terminated Hawaii LLC can usually be reinstated by bringing filings current and paying the required fees, but reinstatement is a cure for a problem you did not need to create. It also does not retroactively protect members who distributed assets while the company was out of compliance. Filing Form LLC-11 is inexpensive relative to untangling an involuntary termination later, and it produces a dated public record that you can point to for years afterward.

After You File and How Long It Takes

The filing itself is quick; the wind-up around it sets the real timeline. Once BREG accepts the Articles of Termination the LLC's existence ends on the stated date, and processing tracks the division's normal turnaround for online versus mailed filings. What takes longer is everything that should come first - giving creditors time to present claims, filing final GET and income tax returns on their ordinary cycles, and getting confirmation that each Department of Taxation account is closed. For a company with employees or inventory, plan on several weeks to a few months of orderly wind-up before the form is even submitted.

Keep the accepted articles, final returns, and wind-up records for several years in case a creditor, a tax authority, or a former member raises a question. Close the business bank account only after every check has cleared. If you start something new later you will file fresh Articles of Organization - a terminated LLC is not reused. See how to form an LLC in Hawaii when that time comes.

Frequently Asked Questions

How do I dissolve an LLC in Hawaii?

Approve the dissolution by member vote or written consent, wind up the business and pay or provide for its debts, file final general excise and income tax returns with the Hawaii Department of Taxation and final returns with the IRS, then file Form LLC-11, Articles of Termination, with the DCCA Business Registration Division. The form is the last step.

What form dissolves a Hawaii LLC?

Form LLC-11, Articles of Termination, filed with the Business Registration Division of the Hawaii Department of Commerce and Consumer Affairs. Hawaii corporations use a different form, Articles of Dissolution, so make sure you are using the LLC version before you pay the filing fee.

How much does it cost to terminate a Hawaii LLC?

A nonrefundable filing fee is due with Form LLC-11, and expedited review costs extra. Because Hawaii adjusts its filing fees, confirm the current amount on the Business Registration Division's domestic LLC forms page before filing rather than relying on a third-party figure.

When does the LLC actually cease to exist?

The LLC's legal existence terminates at the date and time Form LLC-11 is filed, or at a later date and time you specify on the form, provided it is not more than 30 days after the filing. That short delay lets you align the termination with a month end or a lease expiration.

Do I have to close my Hawaii general excise tax account?

Yes. Hawaii taxes business gross income through the general excise tax rather than a retail sales tax, so nearly every operating LLC holds a GET license. File the final periodic and annual GET returns, file final withholding returns if you had employees, and cancel the license with the Department of Taxation.

What if I just stop filing instead of terminating?

Hawaii can administratively terminate the LLC, but that is not a clean exit. Registered-agent and penalty obligations can continue, the entity stays visible in the registry, and members who took distributions remain exposed to creditor claims. Filing Form LLC-11 is the correct way to close.

Related

• How to dissolve an LLC (cluster hub)
• How to form an LLC in Hawaii
• Hawaii Articles of Organization
• Hawaii registered agent
• Hawaii business entity search
• Hawaii LLC cost
• Single-member LLC basics
• What is an LLC?
• How much does an LLC cost?

Sources

1. Hawaii DCCA Business Registration Division - Domestic Limited Liability Company forms (Form LLC-11, Articles of Termination).
2. Hawaii DCCA - Form LLC-11, Articles of Termination (certifications; 30-day delayed effective date).
3. Hawaii DCCA - Business Registration Division FAQs (how to terminate an LLC online).
4. Hawaii DCCA - What BREG forms can I file online?
5. Hawaii Department of Taxation - General Excise Tax (GET) information.
6. Hawaii Department of Taxation - Hawaii Department of Taxation (final returns and account closure).
7. IRS - Closing a Business.
8. IRS - Canceling an EIN - Closing Your Account.
9. IRS - About Form 1065 (partnership return).
10. IRS - About Form 1120-S (S corporation return).
11. Legal Information Institute - Winding up.
12. IRS - Limited Liability Company (LLC) (default federal tax classification).
13. IRS - Get an Employer Identification Number (EIN) (free; one per responsible party per day).
14. Legal Information Institute - Limited liability company (LLC).

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