Hawaii Certificate of Authority

In this Article:

• How to Get a Certificate of Authority in Hawaii
• When do you Need a Hawaii Certificate of Authority?
• Hawaii Annual Report Requirements

Related: Get a Hawaii Registered Agent

If your company was not incorporated in Hawaii, but you wish to do business there, you need to apply for a Hawaii Certificate of Authority.

Hawaii Foreign Qualification allows a company formed in Delaware or any other state to legally transact business in Hawaii.

Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.

How to Get a Hawaii Certificate of Authority:

The most efficient way to apply for your Hawaii certificate of authority is to use their expedited service, which involves a fee of $75 ($50 filing fee plus $25 expedited review fee).

Corporations and LLCs must also include a Certificate of Good Standing (known as a Certificate of Existence in Hawaii) from your home state, dated within the past 60 days.

You must also appoint and list a Hawaii Registered Agent. A Registered Agent must be maintained at all times. We can provide this service at a cost of just $99/year.

Harvard Business Services can assist with your Hawaii Foreign Qualification application so you don’t have to deal with the Hawaii Secretary of State directly. We do charge our own fee for this service, in addition to state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Please contact us for an exact quote.

How Do I Know If I Need a Hawaii Certificate of Authority?

If your company does or will do business in Hawaii, but it was not formed in Hawaii, you will need to obtain Hawaii Foreign Qualification. Typically, “doing business” is defined by activities such as maintaining a physical office or having employees in the state.

Hawaii LLC and corporation law lists several activities that are not classified as transacting business in the state. These activities include:

(1) Maintaining, defending, or settling any proceeding;

(2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

(3) Maintaining bank accounts;

(4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities;

(5) Selling through independent contractors;

(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

(7) Creating as borrower or lender, or acquiring, as borrower or lender, indebtedness, mortgages, and security interests in real or personal property;

(8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

(9) Owning, without more, real or personal property;

(10) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; and

(11) Transacting business in interstate commerce.

[source: https://law.justia.com/codes/hawaii/2010/division2/title23/chapter414/414-431/]

This is not an exhaustive list and there may be additional activities that do not constitute doing business.

Keep in mind that even if a Hawaii Certificate of Authority is not required for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.

Hawaii Annual Requirements

Once your Hawaii Foreign Qualification is complete, you will be required to renew your registration once per year, with an annual report fee due by the end of the quarter in which you first received your authority. For example, if you received your certificate of authority in January, you have until the end of Q1 (March 31^st) to pay the annual fee.

The fee is $12.50 if paid online and $15 if a paper application is used. This applies to both LLCs and corporations. The $25 expedited review fee is recommended for this transaction as well.

Please note that this annual requirement is independent from requirements you may have in Delaware or other states.