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How to File Articles of Incorporation in Hawaii

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Filing Articles of Incorporation with the Hawaii Secretary of State’s Business Registration Division is a vital step toward setting up your own corporation in the Aloha State. In Hawaii, rules for filing Articles of Incorporation are found in Chapter 414 of the Hawaii Business Corporation Act.

For further context, you may wish to visit our page that explains how you can form a Hawaii corporation. All information in your Articles of Incorporation will be available to the public.

How to Complete the Articles of Incorporation Form

You may file your Articles of Incorporation online, by mail, fax, or in person. Filing online is an easy process that doesn’t require much more than completing and submitting an incorporation form. We typically advise filing your Hawaii business online as it may reduce the turnaround. Instructions for preparing and filing, and additional forms, are provided on the Department of Commerce and Consumer Affairs website (Form DC-1- Instr).

Five items must be on included in the Articles of Incorporation:

• State the exact corporate name. The name must contain either corporation, limited, incorporated, or an allowed abbreviation. Remember that your name must be unique and not in use by another entity within the state. You may wish to use our Name Reservation Service, which will reserve a name for 120 days.
• State the mailing address, which includes the city, state, and zip code of the corporation’s initial principal office.
• State the name and complete street address of the registered agent your corporation will use. This may be an individual that resides within Hawaii or a domestic/foreign entity authorized to operate in the state. Any documents from the business formation entity in the state and legal services such as subpoenas will be sent to this address and forwarded to your principal office. We can help you find a registered agent to help your business comply with this legal requirement.
• State the number of shares the corporation will issue. As this form provides for common stock, you must file your own Articles of Incorporation if preferred stocks will be issued.
• State the name and full address of each incorporator (including city, state, and zip code). This applies whether you’re the sole owner and sole incorporator of the business or there are multiple incorporators.

As a Foreign (Out-of-State) For-Profit Corporation:

To register a foreign corporation in Hawaii, you must file an Application for Certificate of Authority for Foreign Corporation (Form FC-1). This is similar to the domestic (in-state) form, with the exception that you must also:

• Attach an original Certificate of Good Standing or a similar record that’s dated no more than 60 days prior to filing. If the document is in a foreign language, the applicant must provide a certified translation.
• State the location (country, state, city) and date of the entity’s incorporation.
• List the names of the individuals appointed on the board of directors.

The document must then be signed in black ink (or digitally) by all incorporators, no matter if it’s a foreign or domestic corporation.

After you file, you’ll want to make sure you stay in good standing with the state. Use our Worry-Free Compliance service to put your mind at ease and focus on what’s important.

Supplemental Forms

As stated above, foreign corporations will usually need a Certificate of Good Standing (also known as Certificate of Existence or Certificate of Fact). Domestic nonprofit and foreign nonprofit corporations also have separate forms. Corporations that produce or provide a service may also apply for a service mark (Form T-3).

How to Submit the Form

Both for-profit and nonprofit corporations pay a filing fee and an optional expedited review fee to the Department of Commerce and Consumer Affairs (DCCA).

Those applying for a Certificate of Good Standing or a Certificate of Compliance will need to pay an additional filing fee. They may need to pay another additional for an expedited review depending on their timeline. Additional fees, including a small surcharge for the State Archives, may apply when filing documents or requesting certified copies of existing records.

You have the option of submitting your Articles via email, postal mail, fax, or in person, depending on possible restrictions from the Business Registration Division. Ensure that the document pages are sent in a standard letter-size format and are typed or hand-printed in black ink.

Turn around times vary by circumstances and time of the year, but you should expect a response within one month.

Conclusion

Filing for incorporation in Hawaii can be complicated, but it does offer your business many benefits. ZenBusiness has business formation plans that can help organizations of any size complete and file Articles of Incorporation in Hawaii.

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