How to File a Hawaii LLC or Corporation Amendment

Although sometimes time seems to stand still in the islands, if you own a business in Hawaii, you likely already know how things can change. For Hawaiian limited liability companies (LLC) and corporations, this means that you may need to report these changes to the state through a process called amendment. So when do you need to file Articles of Amendment to your Hawaii LLC’s Articles of Organization or your corporation’s Articles of Incorporation, and what is the process? Let’s take a closer look at the process and how we can help.

Need to form your business first? Check out our Hawaii LLC formation service. Or if a Hawaii corporation is more your speed, we can help with that, too.

Amending a Hawaii LLC Articles of Organization

If you need to make changes to a Hawaii LLC, we’ll show you how in this section. If you need to make changes to a Hawaii corporation, please keep scrolling to the section titled “Amending a Hawaii Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Articles of Organization

In Hawaii, The Articles of Organization is the form that officially creates an LLC. Technically speaking, an LLC doesn’t even exist until this form is filed and accepted by the state. The Articles of Organization asks for a variety of information, including:

• Name of the LLC
• Address of the principal office
• Name and address of the registered agent
• Name and address of each organizer
• Duration of the business
• Whether the LLC will be managed by members or managers
• Name and address of each manager or member that will manage the company
• Liability for the members
• Name and signature of an organizer

Generally speaking, if you need to make changes to this information, then you’ll need to file an amendment. However, there are several changes that require a different process:

• If you need to change your LLC’s name, you’ll need to complete Form LLC-2, Articles of Amendment to Change Limited Liability Company Name. This can be done by mail or online through Hawaii Business Express and carries a filing fee of $25. (All fees are subject to change.)
• If you need to change your principal business address or mailing address, you can do so online through Hawaii Business Express. There’s no filing fee as of this writing.
• If you need to add or remove members or managers or update their addresses, you can do so online through Hawaii Business Express. There’s a $25 charge for this.
• Changing your registered agent or their office requires you to file a Statement of Change of Registered Agent by Entity form either online or by mail. This carries a $25 fee.

Step 2: Identify and gather the information you need to amend

Hawaii LLCs use the “Articles of Amendment of Limited Liability Company” form (Form LLC-3) to make changes to their founding documents. But before you get into the paperwork, it’s helpful to gather the information you’ll need to make the desired changes. The amendment requires a variety of information, such as:

• The LLC name
• The text of the amendment you’re making (as an attachment)
• Confirmation that the amendment was adopted according to your operating agreement
• Signature of an authorized individual

Having all this information on hand will help streamline your filing process.

Why should I update my Articles of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Hawaii, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

Your limited liability corporation can’t acquire a Certificate of Good Standing if your Articles of Organization aren’t current. A Hawaii Certificate of Good Standing verifies that a limited liability company or corporation was legally formed and has been properly maintained. A Certificate of Good Standing isn’t required to operate your business, but it’s often required when applying for business loans, opening business bank accounts, purchasing business insurance, registering to conduct business in other states, or negotiating with potential investors. 

Step 3: File your Articles of Amendment with the Hawaii Department of Commerce and Consumer Affairs

Now, you’re ready to file your paperwork. You’ll need to use Hawaii Business Express or download the Articles of Amendment form, fill it out with the information you gathered during Step 2, and deliver it to Hawaii’s Department of Commerce and Consumer Affairs.

At the time of this writing, there’s a $25 fee for this filing. Once your paperwork is processed, your amendment will go into effect.

Amending a Hawaii Corporation Articles of Incorporation

Need to make changes to a Hawaii corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

Hawaii corporations file the Articles of Incorporation to organize in Hawaii; technically, until this form is filed, the corporation actually doesn’t exist. This form asks for a variety of information, including:

• Name of the corporation
• Address for the principal office
• Name and address of the registered agent
• Number of common shares the corporation is allowed to issue
• Name and address of each incorporator
• Name and signature of the incorporator(s)

Generally speaking, if you need to make changes to this information, then you’ll need to file an amendment. However, there are several changes that require a different process:

• Changing your registered agent or their office requires you to file a Statement of Change of Registered Agent by Entity form either online or by mail. This carries a $25 fee.
• If you need to change your corporation’s name, you’ll need to complete Form LLC-2, Articles of Amendment to Change Corporation Name. This can be done by mail or online through Hawaii Business Express and carries a filing fee of $10. (All fees are subject to change.)
• If you need to change your principal business address or mailing address, you can do so online through Hawaii Business Express. There’s no filing fee as of this writing.
• If you need to add or remove directors or officers or update their addresses, you must wait until you file your first Hawaii annual report and do so in that document.

Step 2: Identify and gather the information you need to amend

Hawaii corporations file the Articles of Amendment to make changes to their founding documents. But before you jump into the paperwork, it’s helpful to gather all the information you need to make your desired changes. The Articles of Amendment requires:

• Name of the corporation
• The text of the amendment(s) you’re making (as an attachment)
• Date the amendment was adopted
• How the amendment was approved
• Name and signature of at least one officer

Having this information on hand is essential to a smooth filing process. For example, it’s quite likely that you don’t remember the exact details of which shareholders voted for and against your amendment, so you’ll need to track down that information.

Step 3: File your amendment with the Department of Commerce and Consumer Affairs

Now it’s time to file your paperwork. You’ll need to download the Articles of Amendment form, fill it out with the information you gathered during Step 2, and submit it to the Department of Commerce and Consumer Affairs. You can also file online, but if you’re changing your stock information, you’ll need to do a paper filing.

At the time of this writing, there’s a $25 fee for this filing. Once your paperwork is processed, your filing will go into effect.

Other Changes to Hawaii Articles of Organization or Articles of Incorporation

Not all articles in your original Articles of Organization or Articles of Incorporation can be changed using Hawaii Articles of Amendment. If you need to make changes to your limited liability company or corporation name, you need to file a separate form with the Department of Commerce and Consumer Affairs. 

If you wish to change your business address and principal place of business, you can do so by submitting a request via Hawaii Business Express or making the change on your Annual Report.  If you want to change the names or contact information for members or managers, you can make these alterations by using Hawaii Business Express. You can also make these changes in your annual report. 

You must also use a separate form to change your registered agent, another state requirement that is important to keep up to date. If you need a new registered agent, check out our Hawaii registered agent service to help take some of the pressure of finding one that meets your needs. 

If you’re making changes to your Articles of Organization or Articles of Incorporation by updating your Hawaii annual report, note that reports are due each year at the end of the quarter in which you first formed your business. Keeping up with annual reports can be cumbersome when you’re trying to focus on running your company. Our annual report service can help streamline the process and keep you compliant. 

Hawaii Articles of Amendment vs. Restated Articles

Restating your Articles of Amendment or Incorporation allows you to have all changes reflected on one current document. For an LLC, there are two different ways to do this. If you’re just restating your Articles and not adding anything new, you can use Form LLC-4, Restated Articles of Organization. If you’re restating your Articles and adding something new, you would use Form LLC-5, Amended and Restated Articles of Organization.

If you have a corporation, you would use Form DC-5, Amended and Restated Articles of Incorporation, if you’re restating the Articles and adding something new. If you’re just restating the Articles of Incorporation without adding new amendments, you can use Form DC-4, Restated Articles of Incorporation.

Hawaii Articles of Amendment vs. Statement of Correction 

According to state law, if a submitted document contains an incorrect statement or “was defectively executed, attested, sealed, verified, or acknowledged,” it can be corrected via Form X-3, Correction Form. LLCs and corporations both use the same form. This is just for correcting errors in your original filing, not for recording changes to your business. 

Need help forming and growing your Hawaiian business? We can help!

Hawaii has a dynamic process for making changes to your LLC or corporation. There are multiple forms to use depending on the changes you need to make. We can help streamline the process with our Worry-Free Compliance service, which includes two amendments. Spend less time filling out forms and more time growing your business.