Explore why amending your Hawaii Articles of Organization or Articles of Incorporation is vital for compliance and adaptability. Dive into our guide below for expert insights.
Although sometimes time seems to stand still in the islands, if you own a business in Hawaii you likely already know how things can change. And for Hawaiian limited liability companies (LLC) and corporations, this means that you may need to report these changes to the state through a process called amendment. So when do you need to file Articles of Amendment to your Hawaii LLC’s Articles of Organization or your corporation’s Articles of Incorporation, and what is the process? Let’s take a closer look at the process, and how we can help.
Need to form your business first? Check out our Hawaii LLC formation service. Or if a corporation is more your speed, we can help with that, too.
If you need to make changes to a Hawaii LLC, we’ll show you how in this section. If you need to make changes to a Hawaii corporation, please keep scrolling to the section titled, “Amending a Hawaii Corporation Articles of Incorporation.”
In Hawaii, The Articles of Organization is the form that officially creates an LLC. Technically speaking, an LLC doesn’t even exist until this form is filed and accepted by the state. The Articles of Organization asks for a variety of information, including:
Generally speaking, if you need to make changes to this information, then you’ll need to file an amendment.
Hawaii LLCs use the “Articles of Amendment of Limited Liability Company” form to make changes to their founding documents. But before you dive into the paperwork, it’s helpful to gather the information you’ll need to make the desired changes. The amendment requires a variety of information, such as:
Having all this information on hand will help streamline your filing process.
Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Hawaii, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.
Your limited liability corporation can’t acquire a Certificate of Good Standing if your Articles of Organization aren’t current. A Hawaii Certificate of Good Standing verifies that a limited liability company or corporation was legally formed and has been properly maintained. A Certificate of Good Standing isn’t required to operate your business, but it’s often required when applying for business loans, opening business accounts, purchasing business insurance, registering to conduct business in other states, or negotiating with potential investors.
Now it’s time to file your paperwork. You’ll need to download the Articles of Amendment form, fill it out with the information your gathered during step 2, and deliver it to Hawaii’s Department of Commerce and Consumer Affairs.
At the time of this writing, there’s a $25 fee for this filing. Once your paperwork is processed, your amendment will go into effect.
Need to make changes to a Hawaii corporation? We’ll show you how in this section.
Hawaii corporations file the Articles of Incorporation to organize in Hawaii; technically, until this form is filed, the corporation actually doesn’t exist. This form asks for a variety of information, including:
Generally, if you need to make changes to this information, then you’ll need to file amendment paperwork.
Hawaii corporations file the Articles of Amendment to make changes to their founding documents. But before you jump into the paperwork, it’s helpful to gather all the information you need to make your desired changes. The Articles of Amendment requires:
Having this information on hand is essential to a smooth filing process. For example, it’s quite likely that you don’t remember the exact details of which shareholders voted for and against your amendment, so you’ll need to track down that information.
Now it’s time to file your paperwork. You’ll need to download the Articles of Amendment form, fill it out with the information you gathered during step 2, and submit it to the Department of Commerce and Consumer Affairs.
At the time of this writing, there’s a $25 fee for this filing. Once your paperwork is processed, your filing will go into effect.
Not all articles in your original Articles of Organization or Articles of Incorporation can be changed using Hawaii Articles of Amendment. If you need to make changes to your limited liability company or corporation name, you need to file a separate form with the Department of Commerce and Consumer Affairs.
If you wish to change your business address and principal place of business, you can do so by submitting a request via Hawaii Business Express or making the change on your Annual Report. If you want to change the names or contact information for members or managers, you can make these alterations by using Hawaii Business Express. You can also make these changes in your Annual Report.
You can also use a separate form to change your registered agent, another state requirement that is important to keep up to date. If you need a new registered agent, check out our Hawaii registered agent service can help take some of the pressure of finding one that meets your needs.
If you’re making changes to your Articles of Organization or Articles of Incorporation by updating your Hawaii Annual Report, note that reports are due each year at the end of the quarter in which you first formed your business. Keeping up with Annual Reports can be cumbersome when you are trying to focus on running your company. Our Annual Report tool can help streamline the process and keep you compliant.
Hawaii does allow you to amend and restate your Articles of Organization or Articles of Incorporation simultaneously.
A Restatement allows you to have all changes reflected on one current document. If you’ve already amended the articles and just need to restate them, you can use Form LLC-4 or Form DC-4. Don’t include any new or amended articles.
According to state law, if a submitted document contains an incorrect statement or “was defectively executed, attested, sealed, verified, or acknowledged,” it can be corrected via another form. Corrections differ from amendments because corrections aren’t changes to already approved provisions.
Hawaii has a dynamic process for changing things in your limited liability company Articles of Organization provisions. There are multiple forms to use depending on the changes you need to make. We can help streamline the process with our Worry-Free Compliance service which includes two amendments. Spend less time filling out forms and more time growing your business.
FAQ
You don’t need an attorney to amend your Articles of Organization or Articles of Incorporation in Hawaii. You may want to look into our Worry-Free Compliance service to help you file all necessary forms.
Your Hawaii LLC amendment or corporation amendment may include changes to the duration of the business, member or director liability, and any other provisions set forth in your Operating Agreement or your bylaws.
Hawaii Articles of Amendment aren’t the same as the Annual Report although they contain some similar information. Annual Reports can only change manager and member or director names, contact information, and your business address.
Allow at least five business days for processing. Expedited processing is available for an additional cost.
You can request that your amendment be returned by mail, fax, pick-up, or email. For any questions call (808) 586-2727.
Neighbor islands may call the following numbers followed by 6-2727 and the # sign: Kauai 274-3141 Maui 984-2400 Hawaii 974-4000 Lanai & Molokai 1-800-468-4644 (toll free).
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
Written by Team ZenBusiness
ZenBusiness has helped people start, run, and grow over 700,000 dream companies. The editorial team at ZenBusiness has over 20 years of collective small business publishing experience and is composed of business formation experts who are dedicated to empowering and educating entrepreneurs about owning a company.
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