How To Fill Out The Hawaii Articles of Organization

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How To Fill Out The Hawaii Articles of Organization

Hawaii Articles of Organization Form LLC-1

The Hawaii Articles of Organization is the official document filed with the Hawaii Department of Commerce and Consumer Affairs (DCCA) to establish a Limited Liability Company (LLC). After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
To file the Hawaii Articles of Organization, you will need to submit the completed LLC-1 Articles of Organization form to the Hawaii Department of Commerce and Consumer Affairs.
The form can be completed and sent by mail or filed online.

Anyone can learn how to form their own LLC, but using an entity formation service like Zenbusiness, Northwest, and IncFile guide you through the LLC formation process, so you will save time and know everything was done right.

IncFile is currently running a special where you only pay state fees for your LLC formation!

Let’s go over how to fill out the LLC Articles of Organization in Hawaii. To get started, visit the Hawaii Department of Commerce and Consumer Affairs’s website.

Step 1: Pick a Name for the LLC

The first step in forming an LLC in Hawaii is to make sure the name you want is available because the name of each LLC has to be distinguishable from other entity names in the state.
Before filing the Articles of Organization be sure to search Hawaii LLC name availability through the Hawaii Department of Commerce and Consumer Affairs Business Registration Division’s business name database.

In addition, the name of each LLC must include one of the following entity designators at the end of the business name:
– Limited Liability Company
– Limited Liability Co.
– Ltd. Liability Company
– L.L.C.

Step 2: Enter the Mailing Address of the Initial Principal Office

Hawaii LLC Initial Principal Office

The mailing address for the initial principal office can be the LLC’s physical address or it can be the address where the business records are stored. This does not have to be an address in Hawaii, but you may not use a PO Box for the registered office.

In this section, enter the street address, city, state, and zip code of the initial principal office.

Step 3: Appoint a Hawaii Registered Agent

One requirement to have an LLC in Hawaii is to appoint a Hawaii registered agent. The registered agent is a party that is physically located in the state of Hawaii that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.

Provided the LLC member lives in the state of Hawaii, they may act as the registered agent or the agent can be an adult resident of the state or registered agent service.

Step 4: Add Names of the LLC Organizers

An LLC Organizer is someone who is involved with the formation of LLC.  The Organizer may or may not be a member, such as a mentor, attorney, or accountant, but an initial LLC member is often listed as an organizer.

At least one organizer has to be listed.

Step 5: Select the Period of Duration

Most will select at-will as they don’t have a specific date that the LLC is expected to close.

Having a predetermined expiration date is more common with investments than it is for an operating business. If there is a predetermined date the LLC will close, enter the date here. 

Step 6: Management of the LLC

Hawaii Member Managed vs Manager Managed

In the Articles of Organization, you will need to indicate whether the management structure of the LLC is either member-managed or manager-managed.

Member-Managed LLCs have members (owners) that are active in the day-to-day operations of the business.
Manager-Managed LLCs have managers hired by the members to run the LLC, similar to a CEO of a corporation.

The names and addresses of each member or manager will need to be listed.

Step 7: Liability of the Members

Hawaii LLC Liability

This section has options on whether the members will be liable for the LLC’s debts and obligations.

It is common to select “Shall not be liable for the debts, obligations, and liabilities of the company,” though discussing this with an attorney is recommended.

While you can select this option, if the LLC takes out a bank loan, expect the bank to require a personal guarantee from the members that will require them to pay back a loan personally.

Step 8: Sign & Date the Articles of Organization

An authorized representative will need to confirm the information included in the Articles of Organization is correct and sign the document, along with sending the filing fee.

You’ve filed your Hawaii LLC Articles of Organization! Now what?

After the LLC is officially filed with the Hawaii Secretary of State, there are a few additional things to follow up on. Below is a list of some of the tasks to consider.

Prepare a Hawaii LLC Operating Agreement

The operating agreement is an internal document that covers items like ownership rights, profit and loss distribution, member responsibilities, and more.

Hawaii Statute § 428-101 states that an LLC Operating Agreement is optional.  Despite the Operating Agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.

Related: How to Create a Hawaii Operating Agreement

Obtain an EIN

The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).

The EIN will be needed before filing business tax returns, opening a bank account, hiring employees, registering for business licenses and permits, and more.

Related: How to Apply for an EIN

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