FORM FNP-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 NONPROFIT CORPORATIONS 
                         Chapter 414D, Hawaii Revised Statutes (HRS) 
 
Registered Agent 
Each foreign corporation 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 414D-277, HRS, for 
more information. 
 
A foreign corporation 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 414D-278, HRS, for 
more information. 
 
Any registered agent in this State appointed by a foreign corporation 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 414D-278, HRS, for more information.  
 
Any registered agent in this State appointed by a foreign corporation 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 414D-279, HRS, 
for more information.  Change forms are available online at https://hbe.ehawaii.gov/BizEx/manage.eb. 
 
Foreign Corporation Name Changes  
Whenever the name of a foreign corporation authorized to transact business in this State is changed by the 
amendment of 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 $10.00 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.  
 
If a foreign corporation that is 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 
corporation 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 corporation 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 
department 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 the State under that name. 
Refer to Section 414D-274, HRS, for more information. 
 
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                                                                                                 FORM FNP-INFO 
                                                                                                                3/2023 
                                                                                                                          
Foreign Mergers 
Whenever 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, and the foreign entity shall 
be the surviving entity, 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 $10.00 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 414D-201.5, HRS, for more information. 
 
Withdrawal 
A foreign corporation may withdraw its certificate of authority to transact business in the State of Hawaii by filing 
an application for a certificate of withdrawal, available online at https://hbe.ehawaii.gov/BizEx/manage.eb.  Refer 
to Section 414D-282, 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 corporation whose date of incorporation 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 corporation is incorporated or registered in the same year in which the 
annual report is due, the domestic or foreign corporation shall not be required to file an annual report for that year.  
Thereafter, the domestic or foreign corporation shall comply with the requirements of Section 414D-308, 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 Nonprofit Corporation Annual Report: $ 5.00 
Online filing fee for Foreign Nonprofit Corporation Annual Report: $ 2.50 
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. 
 
If the annual report is not filed for a period of two years, the certificate of authority may be revoked by the 
director pursuant to Section 414D-283, 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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