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  ● Hawaii  · Incorporation

How to Incorporate in Hawaii

Incorporate in Hawaii for $50 – CountSure files Form DC-1, sets a clean share structure, and gets the director rules right (including the one most guides get wrong). No director residency rule – despite what you may have read.
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Requirements, costs & steps to incorporate in Hawaii

Incorporating in Hawaii is inexpensive – $50 to file and $12.50 a year to stay in good standing – and, contrary to a claim that circulates widely online, ordinary Hawaii corporations do NOT need a director who lives in the state. What Hawaii does have is the General Excise Tax on gross receipts and an anniversary-quarter report deadline, so it rewards planning. This guide covers the cost, the filing steps, the director rules, and ongoing compliance. To compare structures first, read our LLC vs. corporation guide, or let our Hawaii incorporation service file it all for you.

The short answer: To incorporate in Hawaii you file Articles of Incorporation (Form DC-1) with the DCCA Business Registration Division for $50 plus a $1.50 State Archives fee, appoint a registered agent with a physical Hawaii address, and set your authorized stock. You need at least one director, who must be a natural person aged 18 or older but need not be a Hawaii resident. Corporations then file an annual report ($12.50 online / $15 paper) by the last day of their anniversary quarter, and pay Hawaii’s graduated corporate income tax of 4.4%-6.4% plus General Excise Tax on gross receipts.

You can verify the fees from official website of Hawaii – Click here to verify

  ● Key takeaways

What you need to know?

  • Filing fee: $50 for Articles of Incorporation (Form DC-1) plus a $1.50 State Archives fee; $25 more for expedited service.
  • No director residency rule: Hawaii business corporations have NO director residency requirement (HRS 414-192) - a director need not be a Hawaii resident or a shareholder. The Hawaii-resident director rule applies only to professional corporations under HRS Chapter 415A.
  • Annual report: $12.50 online / $15 paper, due by the last day of the calendar quarter containing your incorporation date.
  • Two-layer tax: Graduated corporate income tax of 4.4%-6.4% PLUS General Excise Tax on gross receipts (4.5% combined on retail and services; 0.5% on qualifying wholesale) - GET applies regardless of profit.
  • Stock is fee-neutral: Form DC-1 asks only for the number of authorized common shares - par value is not collected - and the $50 filing fee is flat regardless of how many shares you authorize.

Hawaii corporation at a glance

The essentials for incorporating and maintaining a Hawaii corporation.

Requirement Detail (2026)
Formation document Articles of Incorporation (Form DC-1)
Filing agency DCCA Business Registration Division (BREG)
State filing fee $50 + $1.50 State Archives fee
Expedited processing +$25
Registered agent Required; physical Hawaii address (no PO box)
Directors Min. 1; natural persons 18+; no Hawaii residency requirement
Officers One person may hold all offices
Bylaws Required (internal; not filed)
Annual report $12.50 online / $15 paper, anniversary quarter
Corporate income tax Graduated 4.4%–6.4%, plus GET on gross receipts

● Step by step

How to incorporate in Hawaii, step by step

Seven steps from name check through your GET registration.
Choose a compliant corporate name

Hawaii corporate names must include “Corporation,” “Corp.,” “Incorporated,” “Inc.,” “Limited,” or “Ltd.,” be distinguishable from existing BREG records, and not be deceptive about your line of business. Search Hawaii Business Express before filing.

Confirm your director line-up
Directors must be natural persons aged 18 or older, but Hawaii imposes no residency or shareholder requirement (HRS 414-192). If you are forming a professional corporation instead, HRS 415A-14 does require at least one Hawaii-resident director – sort that out before you file.
Appoint a registered agent
A person or company with a physical Hawaii street address (no PO boxes), available during business hours to accept service of process. CountSure can serve as your registered agent.
Set your authorized shares
Form DC-1 asks for the number of authorized common shares; it does not collect par value. The $50 filing fee is flat regardless of how many shares you authorize, so you can size the cap table for future financing at no extra cost.
File Articles of Incorporation (Form DC-1)
File online through Hawaii Business Express, or by mail, email, or fax to BREG, with the $50 fee plus the $1.50 State Archives fee. Fees are non-refundable; expedited review is $25 extra.
Hold your organizational meeting and adopt bylaws
Elect directors, appoint officers (one individual may serve as President, Secretary, and Treasurer), adopt bylaws (internal, not filed), and issue stock. Keep minutes and a stock ledger.
Get an EIN, elect tax status, and register for GET
Obtain a free EIN; to elect S-Corp treatment, file IRS Form 2553. Register for the General Excise Tax with Form BB-1 ($20) and set up corporate income tax and withholding accounts through Hawaii Tax Online.

● Directors & documents

Director & formation requirements

Countsure illustrated guide to incorporate in Hawaii — business professional completing incorporation checklist covering business name, name reservation, members, management, and certificate of formation for Hawaii LLC and corporation registration
Hawaii’s director rules are lighter than most guides claim. Here’s what the statute actually says.
  • Minimum number: One or more directors, as specified in or fixed in accordance with the Articles or bylaws (HRS 414-193).
  • Residency - the Hawaii rule: None. Under HRS 414-192 a director need not be a resident of Hawaii or a shareholder, unless the Articles or bylaws say otherwise. The Hawaii-resident director rule that circulates online comes from HRS 415A-14 and applies only to professional corporations.
  • Age: Directors must be natural persons at least 18 years old.
  • Officers: The same individual may simultaneously hold more than one office, including President, Secretary, and Treasurer (HRS 414-231).
  • Listed in Articles: NOT required. Section 6 of the current Form DC-1 (rev. 11/2025), which collects officer and director names and addresses, is expressly marked OPTIONAL.

Ongoing Hawaii corporation compliance & taxes

Corporate records

Keep the Articles, bylaws, stock ledger, current director and officer lists, and minutes of shareholder and board meetings at your principal office. Hawaii doesn’t collect these, but observing the formalities is what preserves limited liability.

Annual report - anniversary quarter

Hawaii corporations file an annual report with BREG each year, due by the last day of the calendar quarter containing the anniversary of incorporation. If your anniversary falls between January 1 and March 31, the report is due by March 31 and must reflect information current as of January 1; April-June anniversaries are due June 30 (current as of April 1); July-September are due September 30 (current as of July 1); and October-December are due December 31. No report is due in the year of incorporation. The fee is $12.50 online or $15 by mail, plus the $1.50 archive fee, with a $10 penalty per delinquent year.

Corporate income tax and General Excise Tax

Hawaii corporations face two distinct taxes. The corporate income tax is graduated from 4.4% to 6.4% on net income. Separately, the General Excise Tax applies to gross receipts – 4% state plus a 0.5% county surcharge (4.5% combined through December 31, 2030) – covering services, contracting, commissions, and B2B transactions, not just retail sales. Because GET is assessed on gross income rather than profit, an unprofitable corporation can still owe it. Register with Form BB-1 and file through Hawaii Tax Online.

S corporation election

Hawaii recognizes the federal S-corporation election (IRS Form 2553); income generally passes through to shareholders and is taxed under Hawaii’s graduated personal rates, which reach 11%. Note that an S election does not exempt the corporation from the General Excise Tax, which applies to the business’s gross receipts regardless of income-tax treatment.

Employer obligations

Corporations with employees must comply with the Hawaii Prepaid Health Care Act (HRS Chapter 393), which requires approved health coverage for employees working 20 or more hours per week for four consecutive weeks who also earn at least 86.67 times the Hawaii minimum hourly wage per month. Hawaii was the first state in the nation to impose such a requirement; employee premium contributions are capped at 1.5% of monthly gross wages.

Hawaii incorporation cost breakdown

The full picture before optional services.
Item Cost (2026) · paid to
Articles of Incorporation (DC-1) $50 + $1.50 archive fee · DCCA BREG (one-time, non-refundable)
Expedited processing (optional) +$25 · DCCA BREG, 1–2-day turnaround
Annual report $12.50 online / $15 paper · DCCA BREG, anniversary quarter (+ $1 archive)
Late penalty $10 per delinquent year · DCCA BREG
GET license (Form BB-1) $20 one-time · Dept. of Taxation
Corporate income tax 4.4%–6.4% graduated · Dept. of Taxation
Certified copy (optional) $10 + $0.25/page · DCCA BREG
Registered agent (optional service) ~$49–$300/yr · third party
EIN $0 · IRS (free)

● Expert view

Insight from our team

Our guidance reflects hands-on filing experience across all 50 states and the District of Columbia, reviewed against current Secretary of State and Department of Revenue requirements.

“The Hawaii director residency rule is the one that trips people up – usually because they read it somewhere it doesn’t apply. A regular Hawaii corporation has no residency requirement for directors at all; that rule sits in the professional corporation statute. So if you’re forming a PC for a medical or legal practice, you need a director in the islands. If you’re forming an ordinary C-corp, you don’t. Beyond that, incorporating here is genuinely cheap. The real cost is the General Excise Tax stacked on top of corporate income tax: one hits your profit, the other hits your gross receipts. Model both before you choose your structure.”

Parth Shah
CountSure

● Keep exploring

Related guides & services

  • All state formation guides

Hawaii incorporation Questions

The filing fee is $50 for Articles of Incorporation plus a $1.50 State Archives fee, with $25 more for expedited service. The annual report is $12.50 online or $15 by mail.
No. Under HRS 414-192 a director of an ordinary Hawaii business corporation need not be a Hawaii resident or a shareholder. Directors must be natural persons at least 18 years old. The residency rule applies only to professional corporations (HRS 415A-14).
By the last day of the calendar quarter containing your incorporation anniversary. A January-March anniversary means a March 31 deadline, April-June means June 30, and so on.
Graduated corporate income tax of 4.4%-6.4% on net income, plus the General Excise Tax on gross receipts (4.5% combined). GET applies whether or not the corporation is profitable.
No. Hawaii does not recognize professional limited liability companies. Licensed professionals typically form a professional corporation (PC) instead, where at least half the directors and most officers must hold the relevant license.

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Incorporate in Hawaii with CountSure

From Form DC-1 and your registered agent to bylaws, stock, EIN, your GET license, and every anniversary-quarter annual report, CountSure handles Hawaii incorporation start to finish.
  • Free 30-minute consultation with a CPA
  • Fixed-fee, fully transparent pricing
  • 100% remote - no travel or visa required

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