If you established a corporation or limited liability company (LLC) in the state of Hawaii in the past year, congratulations! But with your accomplishment comes many new responsibilities, and filing an annual report with Hawaii’s Department of Commerce & Consumer Affairs is one of them. If you established your company in another state but did business in Hawaii during the past year, you’ll also be required to file this report.
Hawaii requires that all corporations and LLCs file their reports by the due date set by the state. Failure to meet this deadline can result in late fees or even the dissolution of your business if you’re late enough. Filing your annual report is therefore not something you can put off until it’s convenient for you. But don’t worry. Here’s a list of all of the things you’ll need to know and do to file your Hawaii annual report:
The Hawaii annual report is a compliance document submitted to the Hawaii Department of Commerce & Consumer Affairs, Business Registration Division (BREG). It must contain the most current contact information for your corporation or LLC, and its key members. Hawaii requires this information so it can contact you, and so anyone who wants to find out more about your company can look it up in the state’s record archives.
The Hawaii Business Registration Division (usually the Secretary of State’s office in other jurisdictions) uses these annual reports to keep track of what businesses are operating in the state, and what their contact information is. Companies can file their annual report either online or with a paper mailing, but the state prefers that companies file online.
Domestic and foreign corporations and LLCs are required to file very similar annual reports to the state of Hawaii. The report from any of these entities contains essentially the same information.
The state prefers that business entities file their annual reports with Hawaii’s BREG filing webpage, but a mail option is available. If you do plan to file a paper report by mail, then you’ll visit their annual report form page to download the form. You’ll also need to make out a check or money order payable to the “Department of Commerce and Consumer Affairs.”
If you choose to file your report electronically, the state of Hawaii will accept a digital signature in most cases. Also be aware that once you file your report and the Hawaii Business Registration Division has accepted it, it will go into the state’s archive and become public record.
You can also bring your paper report and filing fee to the Department of Commerce and Consumer Affairs in person. Due to the COVID pandemic, they are only open to the public from 7:45 a.m. to 12 p.m., Monday through Friday (except for state holidays). After the pandemic ends, this will change, so check with the department for updates to their scheduled hours.
The due date for filing your annual report with the state of Hawaii depends on when you first registered your business. The filing deadlines are broken down on a quarterly basis, shown as follows:
The state of Hawaii has the power to assess a maximum late fee of $100 for every 30 days the delinquency continues. However, the actual late fee that the state charges as of this writing (December 2020) is $10 if you are one year late, and $20 if you are two years late, as long as you file online.
If you are any later than that, the state will dissolve your company as an LLC or corporation. This could be financially disastrous for you and your business partners, as you would collectively become personally responsible for all of your former company’s outstanding financial debts and obligations. For this reason, it is advisable to file your report every year by the end of the quarter in which it is due. The state will send your company a postcard every year reminding you of your upcoming due date. However, it’s good practice not to rely on it, because it’s your responsibility to stay on top of the filing.
If you need to file an amendment for your corporation or LLC, you can go to the State of Hawaii’s business webpage and file the appropriate form. There is an additional cost for this service.
The annual filing fees for C corporations and LLCs are the same. Both types of entities must pay a fee of $12.50 to file a report online. This fee must be paid with a credit card. The cost for a paper report from either type of business is $15, payable by check or money order. As mentioned previously, there is a late fee of $10 if you are late in filing your report and $20 if you are one to two years late. But the state could technically fine you as much as $100 for a late report if it so chooses.
If you file your report electronically, the state will record it instantly. If you file a paper report, file your report after the due date, or your report contains changes, it usually takes six to eight weeks for the state to process it. But you can opt for expedited processing for an additional $25. If you are filing an amendment, the cost is $25, plus another $25 for expedited processing.
Here’s the information you’ll need before you file your Hawaii annual report:
In some cases, you may need to file an amendment to your annual report. If you’ve made a mistake on your Hawaii annual report, you’ll amend it via a Correction Form, also called Form X-3. To change your registered agent’s name, registered address, your corporation name, or update your Articles of Incorporation, you’ll need to file separate forms, all available via Hawaii’s business forms pages for corporations. To change similar information for an LLC, see the state’s domestic LLC forms page for the appropriate form. On any form you use, you’ll need to specify whether your entity is in-state (domestic) or out-of-state (foreign).
The state of Hawaii will take six to eight weeks to process reports filed by mail. Reports filed online are processed immediately. After processing, your report is recorded in the state’s record bank, where it is open to public search online.
Annual reports must be filed at the end of the calendar quarter in which you registered your company. For example, if you first registered your company with the state of Hawaii on Aug. 10, then your filing deadline would be Sept. 30. If you do not file your report by this date each year, you can submit it late online and pay a $10 penalty.
If you file your report more than a year after its due date, then the fine increases to $20. If you file your report more than two years after the date in which it was due, Hawaii has the authority to dissolve your company. For example, if your filing due date is March 31, 2021 and you don’t file your annual report for the previous fiscal year by March 2023, then your company is at risk for being dissolved as an LLC or corporation.
If your company is dissolved, you’d lose all liability protections and tax status afforded by your former business structure.
If you want to reinstate your LLC or corporation in the state of Hawaii, you’ll need to file an application for reinstatement with the Business Registration Division. You also must rectify whatever issues there were that caused the business to dissolve (such as failing to file your annual reports). Then you will need to obtain a tax clearance certificate from Hawaii’s Department of Revenue.
If you have questions or problems about filing your report, contact the Hawaii Department of Commerce and Consumer Affairs. You can also contact the Business Registration Division.
The annual filing fees for C corporations and LLCs are the same. It costs $12.50 to file an online report and $15 for a paper report. Amendments cost $25. There’s an additional $25 fee for expedited processing.
There is a $10 late fee for filing a year or more late and a $20 fee for filing more than two years late. If you’re more than two years late, the state can dissolve your corporate or LLC status.
After two years of delinquency, you’ll face dissolution of your business as a corporation or an LLC.
Even if your company did not conduct any business in its previous fiscal year, you still need to file an annual report. To avoid liability issues when you want to close your business permanently, you must file for dissolution for your corporation or LLC.
The report itself can usually be filed in less than an hour, provided that whoever files the report has all the necessary information at hand. The state will receive the report as soon as it is sent off, but there may be a waiting period for the state to process the information in the report. If you file your report late or your report contains changes, the standard time to process a report is six to eight weeks, unless you pay an expedited fee of $25. Then it will be processed within one to three business days.
Original signatures are only required on paper reports. An electronic signature is acceptable if you file online.
All LLCs, corporations, and partnerships are required to file an annual report.
New Hawaii businesses don’t need to file a report in their first year of operation. You will be required to file your first annual report at the end of the calendar quarter, a year from when you first registered your company.
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