Foreign Profit Corporation
Foreign Profit Corporations must register in Hawaii to do business in the state. An Application for Certificate of Authority for Foreign Corporation (Form FC-1) must be filed along with a Certificate of Good Standing, from the state or country in which the corporation was organized, dated no earlier than 60 days prior to filing. Click the above "Forms" link to get a complete listing of Foreign Profit forms.
Application must be typewritten or printed in black ink, and must be legible.
All signatures must be in black ink.
Submit original application with the appropriate fee(s).
The application must be signed by at least one officer of the corporation.
Attach an original certificate of good standing duly authenticated by the proper officer of the state or country of incorporation and dated not more than sixty (60) days prior to the filing of this application. If the certificate of good standing is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate.
Filing. Make checks 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 for all dishonored checks.
Registered Office/Resident Agent Change
Section 414-437 provides that each foreign corporation authorized to transact business in Hawaii shall have and continuously maintain in this State: (1) a registered office which may, but need not be, the same as its place of business in this State; and (2) a registered agent, which agent may be either an individual resident of this State whose business office is identical with the corporations registered office, a domestic entity whose business office is identical with the registered office, or a foreign entity authorized to transact business in the state whose business office is identical with the registered office.
A foreign corporation authorized to transact business in this State, may change its registered office or change its registered agent or both, upon delivering to the director for filing, a statement setting forth the particulars required by Section 414-438.
A registered agent may resign by delivering a statement of resignation to the director. The registered agent shall mail the copy to the registered office (if not discontinued) and one copy to the corporation at its principal office. The appointment of the registered agent shall terminate on the thirty-first day after the date on which the statement was filed.
Additional Requirements for Name Changes and Mergers
Section 414-434 provides that whenever the name of a foreign corporation authorized to transact business in this State is changed by an amendment to its articles of incorporation, the foreign corporation shall, within sixty days after the amendment becomes effective, deliver to the director a certificate evidencing the name change, duly authenticated by the proper officer of the state or country under the laws of which it is incorporated. A fee of $25.00 shall accompany the filing of the certificate. If the certificate is in a foreign language, a translation attested to under oath by the translator shall accompany the certificate.
Section 414-311.6 provides that whenever a foreign corporation authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, it shall, within sixty days after the merger becomes effective, file with the department director a certificate evidencing the merger, duly authenticated by the proper officer of the state or country under the laws of which the statutory merger was effectuated. The certificate evidencing the merger shall be evidence of a change of 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.
Sections 414-472 provides that each foreign corporation must deliver an annual report to the Director of Commerce and Consumer Affairs. This annual report shall reflect the corporation's state of affairs as of each year. A $15 fee shall be paid upon filing of the report.
Reminders will be mailed to every corporation each year, and, in order to assure receipt of the same, this department shall be notified in writing of any change of address. The notification shall be signed by a corporate officer and his corporate title shall be stated below his signature.
Section 414-473 provides that the failure to file the report within the prescribed time will subject the corporation to a maximum penalty of $100 for each thirty-day period that the delinquency continues. If the annual report is not filed for a period of two years, the corporation may be revoked by the director pursuant to Section 414-401.
Section 414-451 provides that whenever a foreign corporation decides it no longer wishes to be registered in the State of Hawaii, an application for a certificate of withdrawal must be filed.
NOTICE: THIS MATERIAL CAN BE MADE AVAILABLE FOR INDIVIDUALS WITH SPECIAL NEEDS. PLEASE CALL THE DIVISION SECRETARY, BUSINESS REGISTRATION DIVISION, DCCA, AT 586-2744, TO SUBMIT YOUR REQUEST.