For those looking to incorporate their businesses in Hawaii, we can help at SunDoc Filings. We offer assistance with filing incorporation paperwork in the State of Hawaii. 

In the following overview, you'll find an outline of everything you need to know about Hawaii incorporation. Just remember that this article cannot be construed as professional tax, legal, or accounting advice. It is not necessary that you hire an attorney in order to file Hawaii incorporation paperwork, but if you have questions or concerns about your specific situation, always contact a professional who is licensed.

Overview

To create your corporation, you will have to file Articles of Incorporation with the Hawaii Secretary of State. One of the first steps will be finding a company name that’s available. You’ll also need to know which type of corporation you want to create, your new corporate address, and who you’re registered agent will be. You’ll have to know the number of shares you’ll authorize the corporation to issue, and, sometimes, the number of shareholders you’ll have as well (this depends on the corporation type you choose).

Another thing you’ll need to obtain is an EIN, or federal tax ID number, from the IRS. You will have to know who your corporate officers and directors will be too. 

Additionally, you will have to have an initial Board of Directors meeting where you will appoint officers and adopt bylaws. The latter are not required to be filed with the state, and officers are not required to be listed in your Articles, but they are necessary for your corporate records. 

Lastly, you must file your first annual report with the state. This statement lists directors and officers. Talk to a tax attorney or accountant for advice and information on taxation in Hawaii.

Incorporating

There are three basic types of corporations: General Stock, Professional, and Close. General Stock is the most common, offering an unlimited number of shareholders. Professional Corporations are only for specific professionals; these are mandated by the state. Finally, if your shareholders won’t exceed 35, you can choose a Close Corporation.

You can either hire an attorney to create your own unique documents or use those supplied by the State of Hawaii. The latter can be downloaded and meet all Hawaii Corporations Code requirements.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a Hawaii corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.

The articles of incorporation can only be changed by filing an amendment with the state, while the bylaws are generally amended by a vote of directors and shareholders in a formal meeting. Times and methods of meetings, as well as such things as powers of directors, are set forth in the bylaws, in accordance with relevant provisions of Hawaii law. Minutes must be kept of meetings.

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Hawaii Corporate Kit page.

Registered Agent

Another important step as you incorporate your business in Hawaii is choosing a registered agent. This person or company needs to be available during business hours at a select address. That way, if the state needs to contact your company for legal issues or other communications, they can contact your registered agent. 

SunDoc can help you outsource your business routine by providing this registered agent service. For more information see our article entitled, What is a Registered Agent? Why Do I Need One?

Name Search

Choosing a name for your corporation is one of the most crucial steps in the incorporation process. You can conduct your own search for available names, or SunDoc is able to perform name searches or reserve your corporation name for you.

What’s most important to know is that the name you choose must be available according to the records of Hawaii Secretary of State. It is highly likely that if your chosen name is not available, your filing will be rejected. Moreover, there are other statutory requirements to consider. For example, your chosen name cannot be so close to another corporation’s name that it causes deception, and it cannot mislead the public.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. Providing information on the general differences between the two corporate tax structures.

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