How to Close or Dissolve an LLC in Hawaii: Forms, Fees & Process

1. What Does It Mean to Dissolve an LLC in Hawaii?

Dissolving an LLC in Hawaii is the formal legal act of ending a limited liability company’s existence after dissolution filings are accepted by the Hawaii Secretary of State. Until approval occurs, the LLC may remain listed as active within state records.

Dissolution typically involves completing wind-up tasks, filing a Certificate of Cancellation, closing operations, settling liabilities, distributing assets, and completing final federal and Hawaii tax filings to prevent future registration or administrative penalties.

2. When Should You Close or Dissolve a Hawaii LLC?

You should close or dissolve a Hawaii LLC when the business is no longer operating, has stopped generating income, or has fulfilled its original purpose. Formally dissolving the LLC ensures the state does not continue to treat the company as active or assess ongoing annual registration fees, late fees, or compliance notices related to the business.

Common situations where dissolving a Hawaii LLC is appropriate

1. Business inactivity: the LLC has ceased operations and is no longer conducting business in Hawaii or elsewhere
2. Member decision: the LLC’s members have formally agreed to permanently close the company in accordance with the operating agreement or Hawaii law
3. Business restructuring: the LLC is merging, converting to a different entity type, or transitioning to a new business structure
4. Inability to continue operations: loss of required licenses, contracts, funding, or overall business viability
5. Proactive closure: formally ending the LLC to stop future Hawaii annual registration obligations and avoid ongoing administrative or compliance issues

3. Things to Do Before Dissolving an LLC in Hawaii

Before closing or dissolving an LLC in Hawaii, it’s important to complete several preparatory steps to ensure the dissolution is effective and does not leave unresolved obligations behind. Proper preparation helps avoid filing delays, incomplete wind-downs, or continued compliance and annual registration exposure after the LLC is closed with the Hawaii Secretary of State. While Hawaii does not require tax clearance before dissolution, any remaining state and federal obligations must be addressed separately.

Pre-dissolution checklist

1. Review the operating agreement: confirm member approval requirements, voting thresholds, and any dissolution procedures required under the LLC’s governing documents or applicable Hawaii law
2. Approve and document the dissolution: obtain formal member consent and record the decision in writing through resolutions or meeting minutes for legal, tax, and record-keeping purposes
3. Settle outstanding debts and liabilities: pay, resolve, or make reasonable provision for obligations owed to vendors, lenders, employees, contractors, and service providers before closing the business
4. Wind down business operations: complete or terminate open contracts, notify customers or clients where appropriate, cancel subscriptions, and prepare to close business bank accounts and payment platforms
5. Review Hawaii compliance and tax obligations: ensure all required Hawaii annual registrations are current and resolve any outstanding obligations—such as income tax (if applicable), general excise tax (GET), employer withholding, or other state-level filings— with the appropriate authorities
6. Review federal tax status: confirm all required federal tax filings tied to the LLC’s EIN are current and determine whether any final federal income, partnership, S corporation, or employment tax returns must be filed, depending on how the LLC is taxed
7. Assess federal BOI reporting obligations (if applicable): determine whether a final Beneficial Ownership Information (BOI) update is required due to ownership or control changes prior to dissolution. Dissolution does not eliminate BOI obligations for prior reporting periods
8. Prepare and retain final records: organize financial statements, tax filings, member approvals, annual registrations, and dissolution-related documents for future reference, verification, or audit purposes

Completing these steps before filing a Certificate of Cancellation with the Hawaii Secretary of State helps ensure the LLC is properly closed and reduces the risk of post-dissolution tax, legal, or administrative issues.

4. Step-by-Step: How to Close or Dissolve an LLC in Hawaii

Closing or dissolving an LLC in Hawaii involves formally ending the company’s existence with the Hawaii Secretary of State and properly winding down the business. While Hawaii does not require tax clearance before dissolution, all outstanding compliance items, annual registration filings, and state or federal tax obligations should be resolved to avoid future notices or enforcement issues.

1. Approve the dissolution: obtain member approval in accordance with the LLC’s operating agreement or, if none exists, Hawaii law, and document the decision in writing
2. Wind down business affairs: settle outstanding debts, resolve or terminate contracts, notify customers or creditors if required, and cease business operations
3. Bring Hawaii compliance and tax matters current: ensure all required Hawaii annual registration filings are up to date and resolve any outstanding state tax obligations, such as income tax (if applicable), general excise tax (GET), or employer withholding, with the appropriate authorities
4. Review federal tax and reporting requirements: confirm all federal tax filings associated with the LLC’s EIN are complete and determine whether any final federal returns or reporting updates are required
5. Prepare the Certificate of Cancellation: Hawaii LLCs are dissolved by filing a Certificate of Cancellation with the Hawaii Secretary of State, which formally terminates the LLC’s legal existence
6. File the Certificate of Cancellation: submit the Certificate of Cancellation through the Hawaii Secretary of State’s online filing system. The standard state filing fee for LLC cancellation is $10. Online filings are typically processed the same day or within one business day
7. Confirm the LLC is officially closed: retain proof of filing and verify the LLC’s status shows “Canceled” in Hawaii Secretary of State records, confirming the company is no longer active

5. DIY vs Professional LLC Dissolution Services

Hawaii LLC owners can choose to handle the dissolution process themselves or seek professional assistance. While Hawaii’s filing requirements are relatively straightforward, the best approach depends on the LLC’s ownership structure, compliance history, and whether there are unresolved legal, tax, or administrative obligations that could complicate closure.

What typically increases Hawaii LLC dissolution complexity?

1. Multiple members or unresolved ownership interests
2. Outstanding debts, contracts, or contingent liabilities
3. Overdue Hawaii annual registrations or unresolved state or federal tax accounts

Why some owners choose professional dissolution support

1. Reduced risk of missed steps, incorrect sequencing, or incomplete wind-downs
2. Guidance on Hawaii-specific requirements, including the Certificate of Cancellation
3. Greater confidence that the LLC is fully closed and no longer subject to annual registration or compliance notices

6. Filing Fees, Processing Time, and Approval Timeline

Understanding filing fees and processing timelines helps set realistic expectations when closing or dissolving an LLC in Hawaii. While the filing process itself is relatively fast, the overall timeline depends on whether required annual registrations are current and how quickly documents are submitted and accepted by the Hawaii Secretary of State.

Hawaii LLC dissolution filing fee

Hawaii charges a $10 state filing fee to dissolve an LLC. Dissolution is completed by filing a Certificate of Cancellation with the Hawaii Secretary of State through the online filing system. Hawaii does not require tax clearance from the Hawaii Department of Revenue before a Certificate of Cancellation can be filed.

Processing time

Certificate of Cancellation filings submitted online are typically processed the same day or within one business day, provided the filing is submitted correctly and any required annual registration filings are current. Hawaii does not generally offer expedited processing for LLC cancellations because standard processing is already fast.

When the LLC is officially closed

A Hawaii LLC is considered officially closed once the Hawaii Secretary of State accepts and records the Certificate of Cancellation. At that point, the LLC’s status in state records will show as “Canceled”, and ongoing annual registration and entity-level compliance obligations generally end.

Post-approval considerations

After cancellation is approved, retain copies of the filed Certificate of Cancellation and the acceptance confirmation from the Hawaii Secretary of State. These documents may be required for future tax matters, banking closures, contract terminations, audits, or legal verification.

If you prefer assistance with document preparation, filing coordination, or compliance review, FormLLC can help ensure your Hawaii LLC dissolution is completed accurately and without unnecessary delays or follow-up issues.

7. Final Tax Filings and Compliance Before Dissolution

• Bring Hawaii annual registrations current: ensure all required Hawaii annual registration filings are up to date through the year of dissolution. Annual registration obligations continue until the LLC files a Certificate of Cancellation and is officially closed with the Hawaii Secretary of State.
• File final Hawaii tax returns (if applicable): submit any required final Hawaii tax returns through the Hawaii Department of Revenue and clearly mark them as final where appropriate. Tax obligations depend on how the LLC is classified for tax purposes. Not all LLCs owe Hawaii income tax, but any registered state tax accounts must be properly closed.
• Complete final federal tax filings: file all required federal returns associated with the LLC’s EIN, including final income, partnership, S corporation, or employment tax filings, depending on the LLC’s federal tax classification.
• Resolve outstanding Hawaii tax obligations: pay any unpaid Hawaii state taxes, such as income tax (if applicable), general excise tax (GET), or employer withholding, along with any accrued penalties or interest.
• Close Hawaii tax accounts: formally close or update any active Hawaii Department of Revenue accounts tied to the LLC, including general excise tax registrations or employer withholding accounts, if applicable.
• Cancel licenses and permits: terminate any Hawaii state or local licenses, permits, or registrations associated with the business to prevent future renewal notices, fees, or administrative actions.
• Retain compliance records: keep copies of final tax filings, annual registration confirmations, and the filed Certificate of Cancellation for future reference, verification, or audit purposes.

8. What Happens If You Don’t Properly Dissolve an LLC in Hawaii?

Simply stopping business operations does not legally close an LLC in Hawaii. If a Certificate of Cancellation is not filed and accepted by the Hawaii Secretary of State, the LLC may continue to be treated as an active entity in state records, even if the business is no longer operating.

• Continued active or void status: Without a filed Certificate of Cancellation, the LLC may remain listed as active or be marked “Void” for failure to file required annual registrations with the Hawaii Secretary of State.
• Ongoing annual registration obligations: Hawaii LLCs must file annual registrations each year. These obligations and related late fees continue until the LLC is formally canceled with the state.
• Void status does not close the LLC: An LLC marked void for failure to file annual registrations is not dissolved and remains legally responsible for outstanding debts, contracts, and tax obligations.
• Member liability exposure: Unresolved contracts, creditor claims, or incomplete wind-down activities can create ongoing legal or financial risks for LLC members after operations cease.
• Future filing complications: An improperly closed LLC can complicate future reinstatements, dissolutions, or new entity registrations in Hawaii and may require bringing filings current before approval.

9. Closing a Foreign LLC Registered in Hawaii

What is a foreign LLC?

A foreign LLC is a limited liability company that was formed in another U.S. state or jurisdiction but is registered to conduct business in Hawaii. If a foreign LLC no longer conducts business or has ceased operations in Hawaii, it must formally withdraw its registration with the state to end Hawaii-specific compliance and reporting obligations.

Withdrawal vs. dissolution

Withdrawing a foreign LLC from Hawaii does not dissolve the company in its home state. Instead, the LLC must file an Application for Withdrawal (Foreign LLC) with the Hawaii Secretary of State. Any dissolution or permanent closure of the LLC itself must be completed separately in accordance with the laws of the state or jurisdiction where the LLC was originally formed.

Common requirements to withdraw a foreign LLC from Hawaii

• File an Application for Withdrawal (Foreign LLC) with the Hawaii Secretary of State
• Ensure all required Hawaii annual registrations are current through the year of withdrawal
• Resolve any outstanding Hawaii tax obligations, such as income tax (if applicable), general excise tax (GET), or employer withholding, through the Hawaii Department of Revenue
• Confirm the LLC remains active, withdrawn, or properly dissolved under the laws of its home state, as required

After withdrawal is approved

• The foreign LLC is no longer authorized to conduct business in Hawaii
• Hawaii Secretary of State registration and annual registration obligations generally end
• Proof of withdrawal should be retained for tax records, banking matters, audits, and future registrations

10. Conclusion

Closing or dissolving an LLC in Hawaii is a critical legal step to formally end your business and prevent ongoing compliance obligations or administrative complications. Simply stopping operations is not enough—an LLC remains active in Hawaii state records until it is properly closed with the Hawaii Secretary of State.

By following the correct process, bringing annual registrations and tax matters current, filing a Certificate of Cancellation, and completing any remaining wind-down steps, LLC owners can close their businesses with confidence. If you prefer guided support, FormLLC can help ensure your Hawaii LLC is closed correctly and without unnecessary delays, penalties, or future compliance issues.