Foreign Limited Liability Company
To register a Foreign Limited Liability Company in Hawaii, you must file an Application for Certificate of Authority (Form FLLC-1) with appropriate filing fees with the Department. Click above "Forms" link to get a complete listing of Foreign Limited Liability Company forms.
Application must be typewritten or printed in black ink, and must be legible. All signatures must be in black ink.
The date of registration will be the date the Application for Certificate of Authority is filed in compliance with the Uniform Limited Liability Company Act.
Submit with the application:
Filing. Make check payable to the DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS, for the exact amount. Filing fees are NOT REFUNDABLE. There is a $25.00 fee charge on all dishonored checks.
Original certificate of existence or a record of similar import, authenticated by the proper official having custody of company records in the state or country organized, and dated not more than sixty (60) days prior to the filing of the application. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate.
The application must be signed and certified by at least one manager of a manager-managed company or by at least one member of a member-managed company. Signature must be in BLACK INK.
Designated Office and Agent for Service of Process
Section 428-107
Provides that a foreign limited liability company shall designate and continuously maintain in this State:
- an office, which need not be a place of its business in this State; and
- an agent for service of process
An agent may be an individual resident of this State, a domestic entity, or a foreign entity whose business office is identical with the registered office.
A limited liability company may change its registered office or agent by delivering to the director for filing, a statement of change setting forth the information required by Section 428-108.
A registered agent may resign by delivering a statement of resignation to the director. The registered agent shall mail one copy to the registered office (if not descontinued) and one copy to the company at its principal office.
Name Change
Whenever the name of a foreign limited liability company authorized to transact business in this State is changed by the amendment of its articles of organization, the foreign limited liability company shall, within sixty days after the amendment becomes effective, deliver to the director for filing a certificate evidencing the name change, duly authenticated by the secretary of state or other official having custody of company records in the state or country under whose law it is organized. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate. A fee of $25 shall accompany the filing of the certificate.
If a foreign limited liability company authorized to transact business in this State changes its name to one that does not satisfy the requirements of Section 428-105, it shall not transact business in this State under the name as changed until it adopts a name satisfying the requirements of Section 428-105, and deliver a copy of the certificate of registration of trade name for the company's file and thereafter become authorized to transact business in the State under that name.
Merger
Section 428-901.5 provides that whenever a foreign limited liability company authorized to transact business in this State shall be a party to a statutory merger and is the surviving company, it shall, within sixty days after the merger becomes effective, deliver to the director a certificate evidencing the merger duly authenticated by the proper officer of the state or country under which the statutory merger was effectuated. The certificate evidencing the merger or consolidation shall be evidence of an amendment changing the name if the name of the surviving entity is changed thereby. A fee of $25 shall accompany the filing of the certificate.
If the certificate is in a foreign language, a translation under oath of the translator shall accompany the certificate.
Annual Report
Section 428-210 provides that each foreign limited liability company shall deliver to the director for filing an annual report. An annual report must contain information required by this section. The information in an annual report shall be current as of each year.
Reminders will be mailed to each company each year, and in order to assure receipt of the reminder, this department shall be notified in writing of any change of address. The notification shall be signed by a manager, if the company is manager-managed, or by a member if the company is member-managed.
Section 428-1302 provides that failure to file the annual report within the prescribed time shall be subject to a penalty not exceeding $100 for each thirty-day period that the delinquency continues.
Section 428-1006 provides that the director may revoke the certificate of authority of a foreign limited liability company to transact business in this State if the company has not, pursuant to Section 428-210, filed its annual report for a period of two years.
