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Hawaii Corporation Formation Requirements

Articles of Incorporation

To form a corporation in Hawaii, articles of incorporation must be filed with the Hawaii department director. Hawaii law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:

Incorporators:

  • Minimum Number of Incorporators – One or more
  • Eligibility Requirements – None
  • Duties – Delivering articles of incorporation to the department director for filing
  • Listing Requirements – The name and address of each incorporator

Corporate Purpose(s)

Hawaii allows a corporation to be formed for any lawful business activity.

  • Listing Requirements – Not required in the articles

Director Information

  • Minimum Number of Directors – One or more. At least one director is required, even if the corporation has only one shareholder
  • Eligibility Requirements – Directors must be natural persons who are at least 18 years old. The articles of incorporation or bylaws may prescribe additional qualifications for directors
  • Listing Requirements – Not required in the articles

Officer Information

  • Officers are not required to be listed in the articles of incorporation
  • NOTE: A Hawaii corporation is exempt from registration under Hawaii’s Uniform Securities Act if there are 25 or fewer subscribers

Stock Information

  • The number of shares the corporation is authorized to issue

Other Required Listing Information

  • The mailing address of the corporation’s initial principal office
  • The street address of the corporation’s initial registered office
  • The name of its initial registered agent at its initial registered office

Optional Provisions

Hawaii also permits optional provisions to be integrated into the articles of incorporation for corporations who wish to formalize additional criteria, such as:

  • The names and addresses of the initial directors;
  • The corporate purpose(s);
  • Provisions regulating the powers of the corporation, its board of directors, and shareholders;
  • A par value for authorized shares or classes of shares; and
  • Personal liability of shareholders for the debts of the corporation in certain situations;
  • Limitation of director liability to the corporation or its shareholders in certain situations

United Agent Services allows you to designate whether any or all of these provisions should be included.

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