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                                                                                             FORM FLLC-INFO 
                                                                                                              3/2023 
                                                      
                                                State of Hawaii 
                           Department of Commerce and Consumer Affairs 
                                     Business Registration Division 
                           335 Merchant Street, Room 201, Honolulu, HI 96813 
                           Mailing Address: P.O. Box 40, Honolulu, HI 96810 
                                            Phone: (808) 586-2727 
                                         Email: breg@dcca.hawaii.gov 
                                            Fax: (808) 586-2733 
                                     Website: BusinessRegistrations.com 
 
 INFORMATION FOR FOREIGN LIMITED LIABILITY COMPANIES 
                           Chapter 428, Hawaii Revised Statutes (HRS) 
 
Registered Agent 
Each limited liability company and foreign limited liability company shall have and continuously maintain in this 
State a registered agent who has a business address in this state.  The registered agent shall be either an 
individual residing in this State or a domestic or foreign entity authorized to transact business in this State. 
Refer to Section 428-107, HRS, for more information. 
 
A limited liability company or a foreign limited liability company may change its registered agent by delivering to 
the department director for filing a statement of change setting forth the particulars required by this section. 
Refer to Section 428-108, HRS, for more information. 
 
Any registered agent in this State appointed by a limited liability company or a foreign limited liability company 
may change its registered agent’s name, business address, or its type or jurisdiction of organization by signing 
and delivering to the department director for filing a statement of change. Refer to Section 428-108, HRS, for 
more information.  
 
Any registered agent in this State appointed by a limited liability company or a foreign limited liability company 
may resign as the registered agent by signing and delivering a statement of resignation to the department 
director for filing.  The registered agent shall promptly furnish the represented entity notice in a record of the 
date on which a statement of resignation was filed.  The statement of resignation takes effect on the earlier of 
the thirty-first day after the day on which it is filed or the appointment of a new registered agent for the 
represented entity. Refer to Section 428-109, HRS, for more information.  Change forms are available online at  
https://hbe.ehawaii.gov/BizEx/manage.eb. 
 
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 proper officer of the state or country under the laws of which it is organized.   
If the certificate is in a foreign language, a translation under oath of the translator shall accompany the 
certificate.  A fee of $25.00 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 is 
substantially identical to the name of any business entity or trade name registered in this State, the foreign 
limited liability company shall not thereafter transact any business in this State until it has changed its name to a 
name that is available to it under the laws of this State or has otherwise complied with this chapter. If a foreign 
limited liability company is unable to change its name to a name that is available to it under the laws of this 
State, it may deliver to the director a copy of a certificate of registration of a different name as a trade name and 
thereafter shall become authorized to transact business in this State under that name.   
Refer to Section 428-1005.5, HRS, for more information. 
 
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FORM FLLC-INFO
3/2023

Foreign Mergers
If a foreign entity 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, the surviving entity 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. A fee of $25.00 shall accompany the filing of the certificate. If a certificate is in a foreign language,
it shall be accompanied by a translation under oath of the translator. Refer to Section 428-901.5, HRS, for more
information.

Cancellation of Authority
A foreign limited liability company may cancel its certificate of authority to transact business in Hawaii by
filing an application for cancellation, available online at https://hbe.ehawaii.gov/BizEx/manage.eb. Refer to
Section 428-1007, HRS, for more information.

Annual Report
The due date of the annual report or annual statement is dependent on the registration date.
For a domestic or foreign limited liability company whose date of organization or registration in this State falls
between:
1. January 1 and March 31, an annual report shall be filed on or before March 31 of each year and shall
reflect the state of the corporation’s affairs as of January 1 of the year when filed;
2. April 1 and June 30, an annual report shall be filed on or before June 30 of each year and shall reflect
the state of the corporation’s affairs as of April 1 of the year when filed;
3. July 1 and September 30, an annual report shall be filed on or before September 30 of each year and
shall reflect the state of the corporation’s affairs as of July 1 of the year when filed; and
4. October 1 and December 31, an annual report shall be filed on or before December 31 of each year and
shall reflect the state of the corporation’s affairs as of October 1 of the year when filed;
provided that if a domestic or foreign limited liability company organized or registered in the same year in which
the annual report is due, the domestic or foreign limited liability company shall not be required to file an annual
report for that year. Thereafter, the domestic or foreign limited liability company shall comply with the
requirements of Section 428-210, HRS.

If you would like to receive reminders about filing your Annual Business Report, the Division offers the following:
• Annual business reports filed online can receive free email reminders the following year.
• Anyone can sign up for email reminders through the “MyBusiness Notifications” page on Hawaii
Business Express. There is a $2.50 fee per year per business to subscribe.
• Initial business filings filed online through Hawaii Business Express can receive free email reminders
when the annual report is due the following year.
To check on the status of a business entity, enter the business name in our Business Name Search, then click
on “Search.” The filing quarters are as follows: First quarter is January – March; Second quarter is April – June;
Third quarter is July – September; Fourth quarter is October – December.

Filing Fees
Foreign Limited Liability Company Annual Report: $15.00
Online filing fee for Foreign Limited Liability Company Annual Report: $12.50
If you are delinquent in filing your Hawaii annual report(s), you can submit your filing online and a $10.00 late
fee will be assessed per year delinquent.

Failure to file the annual report within the prescribed time shall be subject to a penalty not exceeding $100.00 for
each thirty-day period that the delinquency continues. 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 filed its annual report
for a period of two years, pursuant to Section 428-1006, HRS.

For any questions, call (808) 586-2727 or email breg@dcca.hawaii.gov.

NOTICE: THIS MATERIAL CAN BE MADE AVAILABLE FOR INDIVIDUALS WITH SPECIAL NEEDS. PLEASE CALL
THE BUSINESS REGISTRATION DIVISION SECRETARY AT (808) 586-2744 TO SUBMIT YOUR REQUEST.

ALL BUSINESS REGISTRATION FILINGS ARE OPEN TO PUBLIC INSPECTION. (SECTION 92F-11, HRS)
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