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. And for Hawaiian limited liability companies (LLC), 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, 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.
What are Hawaii Articles of Organization?
A new limited liability company (LLC) must file Articles of Organization with the state of Hawaii to legally conduct business as an LLC. These documents outline basic information about your business, like its name, structure, and address. They also include contact information for the business’s registered agent and other details. Over time, this information may change.
Step 1: Determine if you need to change your Hawaii Articles of Organization
Hawaii Articles of Organization are required by the state to receive the benefits of being a limited liability corporation. As a business grows, changes are inevitable. Record changes with the Secretary of State to prevent your business from falling out of compliance.
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 accounts, purchasing business insurance, registering to conduct business in other states, or negotiating with potential investors.
Step 2: Identify what to change in your Hawaii Articles of Organization
Not all changes to your Articles of Organization are made using Hawaii Articles of Amendment. It’s important that your Operating Agreement match the provision established in your Articles of Amendment. According to state law, along with all of the required sections in your original Articles of Organization, your company has the option to include provisions set forth in an Operating Agreement, and other matters not inconsistent with the law. The Hawaii Articles of Amendment may also change whether the members of the company are held liable for its debts and obligations, as well as changing the duration of the business.
If you don’t have an Operating Agreement and want to learn more, we have a number of Hawaii Operating Agreement templates available to allow business owners to draft one that best fits their needs.
Step 3: Gather information for filing your Hawaii amendment
First, make sure you have your original Articles of Organization before you start. You want to make sure you know exactly which article you’re changing. To complete the Hawaii Articles of Amendment for your limited liability company you’ll need to include the specific information on the official Hawaii Articles of Amendment Form LLC-3. You can also file a supplement to this form including the following information.
After you provide the full name of your Hawaii LLC, you can write the text of your amendment on the second page of the form labeled “Attachment to Articles of Amendment.” Type the amendment or write in black ink. Include your Hawaii limited liability company name and which article number is being amended.
Next, you need to sign the form with black ink, and list the name and title of the person(s) signing. The signature of at least one member (or manager if the LLC is manager-managed) is required. When filing, you must also include a copy of your original Articles of Organization along with your Hawaii Articles of Amendment submission.
If this seems overwhelming, don’t worry! We offer a specialized amendment service to change your Articles of Organization, which is also available in our Worry-Free Compliance service.
Step 4: File your Hawaii LLC amendment
All business filings including Articles of Amendment must be submitted to the State of Hawaii Department of Commerce and Consumer Affairs.
Other changes to Hawaii Articles of Organization
Not all articles in your original Articles of Organization can be changed using Hawaii Articles of Amendment. If you need to make changes to your limited liability company 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 can 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 can help take some of the pressure of finding one that meets your needs.
If you’re making changes to your Articles of Organization 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 are trying to focus on running your company. Our Annual Report tool can help streamline the process and keep you compliant.
Hawaii Articles of Amendment vs. Restated Articles of Organization
Hawaii does allow you to amend and restate your Articles of Organization simultaneously.
A Restatement allows you to have all changes reflected on one current document. If you’ve already amended the articles and just need to restate them, you can use Form LLC-4. Don’t include any new or amended articles.
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 another form. Corrections differ from amendments because corrections aren’t changes to already approved provisions.
Need help forming & growing your Hawaiian business? We can help!
Hawaii has a dynamic process for changing things in your limited liability company Articles of Organization provisions. 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.
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.
- Do I need an attorney to amend my Articles of Organization in Hawaii?
You don’t need an attorney to amend your Articles of Organization in Hawaii. You may want to look into our Worry-Free Compliance service to help you file all necessary forms.
- What business changes can be reported in a Hawaii LLC Articles of Amendment form?
Your Hawaii LLC amendment may include changes to the duration of the business, member liability, and any other provisions set forth in your Operating Agreement.
- Are Hawaii LLC Articles of Amendment the same as an annual report?
Hawaii Articles of Amendment aren’t the same as the Annual Report although they contain some similar information. Annual Reports can only change manager and member names, contact information, and your business address.
- How long does it take to file LLC Articles of Amendment in Hawaii?
Allow at least five business days for processing. Expedited processing is available for an additional cost.
- What will I receive from the State of Hawaii when the LLC Articles of Amendment are filed?
You can request that your amendment be returned by mail, fax, pick-up, or email. For any questions call (808) 586-2727.
Neighbor islands may call the following numbers followed by 6-2727 and the # sign:
Lanai & Molokai 1-800-468-4644 (toll free).