Have you decided to stop transacting business with your Hawaii limited liability company? The state of Hawaii legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Hawaii.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Hawaii is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Hawaii.
How to Dissolve a Domestic Hawaii LLC
In order to dissolve an LLC that was formed in Hawaii, you must file the Articles of Termination (Form LLC-11) with the Department of Commerce and Consumer Affairs. This form requires the following information:
- LLC name
- Affirmation of publication notice (if applicable)
- Affirmation that all debts have been paid
- Affirmation that no suits are pending in court
- Affirmation that the business has been wound up
- Effective date of dissolution
- Title and signature of authorized representative
The form is relatively simple, and once you are finished filling it out, you will need to include a payment for $25. It’s important to note that this state does not accept personal or business checks for any reason, so you’ll need to pay by cash, cashier’s check, credit card, or money order. When you’re ready to submit your form and your payment, you can send them to the following address:
P.O. Box 40
Honolulu, Hawaii 96810
Once the form has been filed, it generally takes about five business days to process, unless you expedite your order for $25, which cuts your turnaround time to 1-3 business days.
How to Dissolve a Foreign LLC in Hawaii
Do you need to dissolve a limited liability company based outside of Hawaii, but qualified to transact business within this state?
To dissolve a foreign LLC in Hawaii, you will need to file the Certificate of Cancellation (Form FLLC-2). This one-page form does not require a lot of information, but you will need to provide the following:
- LLC name
- State/country of formation
- Affirmation of dissolution
- Affirmation that the Director of Commerce and Consumer Affairs will act as agent for service of process
- Mailing address
- Affirmation of publication notice (if applicable)
- Affirmation that all taxes and other liabilities have been paid
- Title and signature of authorized representative
In addition to this form, you must include a payment for $25 with cash, money order, credit card, or cashier’s check — no business or personal checks are allowed. You can then submit the form and your payment to the following address:
P.O. Box 40
Honolulu, Hawaii 96810
The dissolution process also takes about five business days for foreign LLCs, unless you choose to speed up your dissolution to 1-3 business days by paying the $25 expedite fee.
What Else Do I Need to Know About LLC Dissolutions in Hawaii?
Once you have filed either the Articles of Termination or the Certificate of Cancellation, and the Department of Commerce and Consumer Affairs approves your filing, your LLC name will become available for use by other businesses.
However, this does not apply if your business registration is involuntarily terminated. This can happen if your business fails to file an annual report for at least two years, fails to pay any fees assessed by the state, fails to appoint or maintain a registered agent, or fails to notify the state of a change to its registered agent.
If this happens, you will need to file the Application for Reinstatement (Form X-4) within two years of the termination. This process is only available to domestic entities, and the filing fee is $25. You must also include a Tax Clearance Certificate from the Department of Taxation with your application. If your foreign LLC is involuntarily terminated in Hawaii, you cannot reinstate your business in the state.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
The dissolution process for domestic and foreign LLCs is very similar, though the forms will require different information. In the case of involuntary termination, only domestic LLCs and corporations can apply for reinstatement.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Hawaii LLC!