Do I need a lawyer to Incorporate in Hawaii? |
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The short answer is no.
The state of Hawaii does not legally require a lawyer to form a
Hawaii Corporation.
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The short answer is no.
The state of Hawaii does not legally require a lawyer to form a
Hawaii Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Hawaii Corporation.
However, if there is anything about Incorporating in Hawaii
that you're not sure about you should seek the advice of a competent Hawaii lawyer, a Hawaii accountant,
or both before you Incorporate in Hawaii.
Once you have made the decision to Incorporate in Hawaii, a Hawaii lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and save money that you can use in your new Hawaii Corporation.
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Do I have to Reserve a Company Name before I Incorporate in Hawaii?
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You are not legally required to reserve a Company Name for a new Hawaii Corporation before you submit your application to Incorporate in
Hawaii.
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You are not legally required to reserve a Company Name for a new Hawaii Corporation before you submit your application to Incorporate in
Hawaii.
Whether or not you need to reserve a company name for your new Hawaii Corporation depends entirely on your business situation.
The Hawaii Department of Commerce and Consumer Affairs uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Hawaii Company Name.
Click here for more information on
Hawaii Company Name Reservation
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What if the Hawaii Corporation Name I want is already taken?
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If the Name you have chosen for your new Hawaii Corporation is already in use by a currently active
Hawaii Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the Hawaii Department of Commerce and Consumer Affairs. "DBA" is an abbreviation for "Doing Business As."
In Hawaii a DBA Name is called a Trade Name.
We verify that the Name you have chose for your new Hawaii Corporation is available before we submit
your Incorporation filing to the Hawaii Department of Commerce and Consumer Affairs.
If necessary we can register a Trade Name in Hawaii for you so that you can open your new Hawaii business as quickly as possible.
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What do I have to do to Incorporate in Hawaii?
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8 things you have to do in order to Incorporate in Hawaii.
1. Choose a name for your Hawaii Corporation
2. Select an official address and a Registered Agent for your Hawaii Corporation
3. Choose a Board of Directors for your Hawaii Corporation
4. Decide who will be Officers for your Hawaii Corporation
5. Determine how you want your Hawaii Corporation to be taxed
6. File Articles of Incorporation with the Hawaii Department of Commerce and Consumer Affairs
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your Hawaii Corporation
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Your Hawaii Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Hawaii Corporation name that you choose must be distinguishable from the name of any other registered Hawaii Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Hawaii.
Your Hawaii Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Hawaii Corporation name must not be a name that is likely to mislead the public.
The name of a Hawaii Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Hawaii Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the Hawaii Department of Commerce and Consumer Affairs (and pay a fee).
We will:
- Check to make sure that your Hawaii Corporation name is available
- Make sure your Hawaii Corporation name conforms to state of Hawaii regulations
- Reserve your Hawaii Corporation name with the Hawaii Department of Commerce and Consumer Affairs
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2. Select an official address and a Registered Agent for your Hawaii Corporation
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Every Hawaii Corporation must have an address that is physically located in the state of Hawaii.
This address is "registered" with the Hawaii Department of Commerce and Consumer Affairs.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Hawaii to receive all correspondence on behalf of the Hawaii
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Hawaii Corporations hire a Registered Agent because they don't have a physical
address within the state of Hawaii or to provide a distinct level of privacy.
- We can act as the official Registered Agent for your Hawaii Corporation.
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3. Choose a Board of Directors for your Hawaii Corporation
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All Hawaii Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Hawaii Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your Hawaii Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of Hawaii or shareholders of the Hawaii Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your Hawaii Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your Hawaii Corporation
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The Board of Directors elects Officers for your Hawaii Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Hawaii Corporation.
Officers handle the day to day operation of the Hawaii Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Hawaii Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the Hawaii Corporation.
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5. Determine how you want your Hawaii Corporation to be taxed
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The Hawaii Corporate Income Tax Rate is variable depending on the annual net income of the Hawaii Corporation.
Hawaii Corporate Income Tax Rates vary from 4.4 to 6.4%.
You may form an S Corporation in Hawaii.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any Hawaii Corporate Income Tax.
The Corporate Tax structure in the state of Hawaii consists of three tax brackets:
- $0 - $25,000Â Â Â 4.4%
- $25,001 - $100,000Â Â Â 5.4%
- $100,001+Â Â Â 6.4%
Click here for more Hawaii Corporate Tax Information .
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Hawaii Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the Hawaii Department of Commerce and Consumer Affairs
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In order to form a Corporation in Hawaii you must file Articles of Incorporation with the Hawaii Department of Commerce and Consumer Affairs.
The Articles of Incorporation must include certain specific information about your Hawaii business. If the Articles do not conform exactly to state of Hawaii requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your Hawaii Corporation but you will have to pay a fee to the state of
Hawaii in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Hawaii Corporation.
All Hawaii Corporations are required to have an FEIN.
- We can obtain an FEIN for your Hawaii Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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Corporate stock is evidence of ownership of a Hawaii Corporation.
When you form your Hawaii Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small Hawaii Corporations hold 100% of the shares.
Stockholders in a Hawaii Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Hawaii Corporation is able to make all Corporate business decisions.
Hawaii Corporations usually hold at least 51% of the corporate stock in order to retain control of the Hawaii Corporation.
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What do I have to do after I form my Hawaii Corporation? |
6 things you have to do after you Incorporate in Hawaii.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Hawaii for your HI Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Hawaii Corporation reports
6. Keep proper records of your Hawaii Corporation on file
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your Hawaii Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the Hawaii Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the Hawaii Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Hawaii law or
the Hawaii Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Hawaii office.
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2. Open a Business Bank Account in Hawaii
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It's very important that you have a separate business bank account for your Hawaii Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Hawaii Incorporation package.
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Note that forming a Hawaii Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Hawaii Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Hawaii Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Hawaii Corporation vary depending on your business activities
and the specific locations within the state of Hawaii in which you want to conduct business.
If your Hawaii Corporation will be selling products in Hawaii you may be required to obtain a Reseller's Permit from the appropriate
Hawaii state agency.
If your Hawaii Corporation will be selling products in Hawaii you will also be responsible for all applicable local and state of Hawaii
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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Every Hawaii Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the Hawaii Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
Hawaii Corporation a lot of potential trouble.
- We can transcribe the minutes of any meeting of your Hawaii Corporation into a form that complies with all
state of Hawaii requirements.
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5. File the required Hawaii Corporation reports
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| The Hawaii Secretary of State does not have any Initial Corporation Annual Report requirements for new Hawaii Corporations. | Every Hawaii Corporation must file an Annual Report EACH year with the Hawaii Secretary of State.
The Hawaii Corporation Annual Report is due at the Hawaii Secretary of State EACH year by the end of the quarter (March, June, September, December) in which the HI Corporation was initially approved by the Hawaii Secretary of State. | | If a Hawaii Corporation does not file its Corporation Annual Report with the HI Secretary of State by the due date then that Hawaii Corporation will be subject to late fees which increase each month that the Hawaii Corporation is late in filing its Annual Report with the Hawaii Secretary of State. |
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We can fill out and file any Annual Report with the Hawaii Department of Commerce and Consumer Affairs after your Hawaii Business gets going.
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6. Keep proper records of your Hawaii Corporation on file
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Keep the following records on file and available at the principal business office of your Hawaii Corporation:
- Names and addresses of all Directors and Officers of the Hawaii Corporation
- Articles of Incorporation for the Hawaii Corporation and any Amendments to them
- Corporate Bylaws for the Hawaii Corporation and any Amendments to them
- List of current shareholders of the Hawaii Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Hawaii Corporation
- Copies of all tax returns and Annual Reports for the Hawaii Corporation for the last 3 years
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What information do I need in order to Incorporate in Hawaii? |
In order to Incorporate in Hawaii you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in Hawaii you'll need the following information about your new Company:
- The name of your new Hawaii Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Hawaii (not a PO Box)
- Name and address of your Hawaii Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Hawaii Corporation
- Names and addresses of the initial Directors of the Hawaii Corporation
- The number of shares of stock that the Hawaii Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate in Hawaii becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Hawaii.
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How long does it take to Incorporate in Hawaii? |
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Processing times for new Hawaii Corporation applications vary depending on the work load of the
Department of Commerce and Consumer Affairs's staff.
We've found that normal processing of new Hawaii Articles of Incorporation takes the state around 7 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Hawaii LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE HAWAII DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Hawaii Department of Commerce and Consumer Affairs.
In our experience 7 business days is the time it usually takes the Hawaii Department of Commerce and Consumer Affairs to process
a new Hawaii Corporation application.
We get your Hawaii Corporation application to the HI Department of Commerce and Consumer Affairs ASAP.
Once it is at the state we have no control over the new Hawaii Corporation application process.
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Are there any Expedited Processing Options for new HI Corporation Filings?
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| For an additional $50 the Hawaii Department of Commerce and Consumer Affairs will process your application to form a new Hawaii Corporation within 3 business days. |
How much does it cost to Incorporate in Hawaii? |
The state of Hawaii charges $60.00 to Incorporate in HI.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the HI Department of Commerce and Consumer Affairs.
If you choose All Business Documemnts to help you Incorporate in Hawaii our processing fees are $125.00.
We start processing your new Hawaii Corporation order as soon as we get it.
Total cost includes:
- HI Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Hawaii Department of Commerce and Consumer Affairs
- Certified Copies of Articles
- Hawaii Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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What is a Hawaii Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Hawaii then you will
most likely need to form a Hawaii Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Hawaii then you will
most likely need to form a Hawaii Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Hawaii Department of Commerce and Consumer Affairs.
Depending on exactly what it is that you want to do in Hawaii, approval from a specific Hawaii state agency or board may be required before the HI Department of Commerce and Consumer Affairs will approve a new
Hawaii Professional Corporation filing.
This could add to the total processing time for a new Hawaii Corporation.
Click here for more information on a
Hawaii Professional Corporation.
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Hawaii Foreign Corporation Qualification |
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You want to do business in the state of Hawaii but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Hawaii you must register with the Hawaii Department of Commerce and Consumer Affairs as
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You want to do business in the state of Hawaii but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Hawaii you must register with the Hawaii Department of Commerce and Consumer Affairs as
a Hawaii Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Hawaii is called Hawaii Corporation Foreign Qualification.
The process of Hawaii Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Hawaii.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Hawaii Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Hawaii Foreign Corporation.
Click here for specific requirements for
Hawaii Corporation Foreign Qualification.
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