Hawaii Articles of Incorporation amendments

How to Amend Hawaii Articles of Incorporation

Hawaii law requires corporations to keep vital information up to date. Learn how to amend your Articles of Incorporation and how we can help you stay compliant.

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To formally create a corporation, you must file Articles of Incorporation for your business. These Articles of Incorporation are what legitimize your business entity with the state. 

However, the information contained in the Articles of Incorporation may need updating as changes arise within the company. So what do you do when these types of changes become necessary? Use this guide to learn more about how to file an amendment to a corporation in Hawaii.

What are Hawaii Articles of Incorporation?

A corporation must file its Articles of Incorporation and receive approval from the state before it can begin operations. Thus, it’s important to know what information you need to include to stay compliant. 

The Articles of Incorporation for your Hawaii corporation must include the:

  • Name and mailing address of the corporation
  • Name and address of the corporation’s registered agent
  • Number and classes of shares issued by the corporation
  • Name and address of each incorporator for the corporation

Need assistance with your business’s Articles of Incorporation, or just don’t know where to start? Check out our Hawaii corporation formation service to help you incorporate today. 

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

The State of Hawaii requires businesses to file Articles of Incorporation to legally register and operate in the state and receive the entity’s benefits. 

When any information contained in the Articles of Incorporation needs to be changed or updated, or if the corporation needs to add new articles entirely, the corporation must inform the state of any such changes. This is called the Articles of Amendment in Hawaii, or certificate of incorporation amendment in other jurisdictions. 

There are a number of reasons why it’s important for corporations to properly and timely amend their Articles of Incorporation: 

  • Public information for contact purposes
  • Registered agent information to enable proper service of process
  • Compliance and auditing purposes

Thus, make sure to update the Articles of Incorporation for your business when changes do come up.  

There can also be negative consequences for failing to amend your Hawaii Articles of Incorporation. 

One potential consequence is the inability to obtain a Certificate of Good Standing (CGS) for your business. A Certificate of Good Standing is a legal document that certifies to others that a business legally exists and is authorized to do business within the State of Hawaii. Your corporation might need a CGS to do things like: 

  • Register to do business in another state
  • Open a business bank account
  • Secure funding
  • Contract with other businesses or the state

Failure to amend your Articles of Incorporation can lead to the inability to obtain a Certificate of Good Standing. Ultimately, this can limit your corporation’s potential growth and ability to raise capital and expand your business moving forward.

Step 2: Review the requirements for your Hawaii amendment

It’s crucial that you take the proper steps when you file amendments to your Hawaii Articles of Incorporation. Here’s what you need to know before doing so. 

When there are changes to the original Articles of Amendment for your corporation, you must report this to the state. Common items to report in an amendment to the Articles of Incorporation include changes to the address of the corporation or the number and type of shares offered by the corporation. 

Step 3: File your Articles of Amendment

You can complete the Articles of Amendment for your corporation by using Form DC-3 and submitting it to the State of Hawaii Department of Commerce, Business Registration Division (BREG). 

When doing so, it’s important to be as specific as possible. Thus, feel free to include attachments, such as documents detailing the voting process for approving an amendment or meeting minutes of the board of directors, along with your amendments, even if it’s not required. 

Step 4: Change any necessary items through a separate filing (if needed) 

There are certain items that you must change through a separate filing. Examples of such filings include: 

  • Articles of amendment to change corporate name
  • Statement of change of registered agent
  • Changes to officers or directors in the annual report

With all these forms and various processes for changing information for your corporation, it can be difficult knowing where to begin. We can make things easier for you with our Worry-Free Compliance, registered agent, and amendment services. Some of our business formation/compliance plans include two amendments a year at no additional cost to you.

Let us help you start, run, and grow your business

There is no doubt that keeping your Hawaii Articles of Incorporation up to date is crucial to the success of your business. 

Don’t fall behind on reporting changes to your business. Let us help you stay in compliance with our Worry-Free Compliance service, which includes up to two amendments per year when you sign up. Looking for something else? Check out our full slate of formation and compliance tools and plans today!

Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

FAQs

  • What entities need to file a Hawaii Amendment to Articles of Incorporation?

    Any Hawaii corporation that makes changes to its initial Articles of Incorporation must file an amendment to report such changes with the state.

  • How much does it cost to file an amendment?

    The filing fee for a Hawaii Articles of Amendment is always subject to change. So check with BREG periodically for the most current fee information.

  • Who can file a Hawaii corporation amendment?

    The Articles of Amendment for your Hawaii corporation must be signed by at least one officer of the corporation.

  • Where do I file a Hawaii corporation amendment?

    You may file your Hawaii Articles of Amendment either by mail using a paper form or instantly online.

  • Is a Hawaii corporation amendment the same as an annual report?

    No, an annual report is different from a corporation amendment. Articles of Amendment only need to be filed when there are changes to your Articles of Incorporation. An annual report, however, must be filed each year whether or not there have been any changes.

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