How to Reinstate an LLC in Hawaii

How reinstatement works in Hawaii

Hawaii uses the phrase administrative termination for LLCs that fall out of compliance. The trigger is two years of missing annual reports, or failing to keep an agent or pay fees. BREG mails a notice and allows 60 days to fix the problem before terminating the LLC. After termination, the LLC has two years to apply for reinstatement on Form X-4. The application must include every unfiled annual report, all delinquent fees and penalties, the $25 reinstatement fee, and a tax clearance from the Hawaii Department of Taxation, which is often the slowest piece to obtain. Hawaii does not hold the name during termination: if another business has claimed it, the LLC must amend to a new name before it can return. Once approved, reinstatement relates back to the termination date under HRS 428-811, so the LLC is treated as though it was never terminated.

Steps to reinstate a Hawaii LLC

1. Application stating the LLC name and the effective date of termination
2. All annual reports that were due and not filed
3. Payment of all delinquent fees and penalties
4. Tax clearance certificate or other writing from the Hawaii Director of Taxation showing taxes are paid, under a payment arrangement, or under appeal
5. A new name if the old name has been taken by another registered entity, trade name, or mark
6. Form to use: Form X-4, Application for Reinstatement.
7. Submit Form X-4 with delinquent reports and the tax clearance to the DCCA Business Registration Division by mail, in person in Honolulu, or by fax or email per the form instructions.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$25 application for reinstatement, plus every delinquent annual report fee and all late penalties. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Effect: Yes. HRS 428-811 provides that reinstatement relates back to the effective date of the termination, and the LLC may resume business as if the termination had not occurred.
• Your LLC name: The name is not held. If another entity has registered or reserved the same or a substantially identical name, or it was registered as a trade name or mark, the LLC must adopt a new name to be reinstated.

The most common cause is a missed Annual Report. See the Hawaii Annual Report guide for deadlines so it does not happen again.

Reinstatement in Hawaii and other states founders consider

Mistakes that slow down a Hawaii reinstatement

• Submitting Form X-4 without a Department of Taxation tax clearance, which stalls the application.
• Waiting longer than two years after termination, after which reinstatement under HRS 428-811 is no longer available.
• Assuming the old name is safe, when Hawaii requires a new name if another entity has registered the same or a substantially identical one.