BREG Frequently Asked Questions
General
Owners of all forms of business, except sole proprietorships, unincorporated associations (nonprofit organizations) and foreign insurance companies, must register with the DCCA, BREG.
Foreign insurance companies must register with DCCA, Insurance Division.
Charitable Organizations and public benefit corporations must also register with the Department of Attorney General.
Hawaii business registrations can be filed with the Department of Commerce and Consumer Affairs, Business Registration Division through its Hawaii Business Express portal or by email, mail, or fax.
To register a Hawaii business, you must file formation documents such as the Articles of Incorporation (Form DC-1, for a corporation) or Articles of Organization (Form LLC-1, for an LLC). Please see our Registration Forms, Fees and Information page for a complete listing of forms.
Submit your application along with the appropriate fee(s) to the Department of Commerce and Consumer Affairs, Business Registration Division, or you can complete this process online through Hawaii Business Express.
If the business already exists and is registered in another state or country, then you must file an application for the foreign entity along with the appropriate fee. For a corporation, it would be an application for a Certificate of Authority for a Foreign Corporation (Form FC-1) and for an LLC, it would be an application for a Certificate of Authority for a Foreign LLC (Form FLLC-1). If a sole proprietor wishes to register its business name, a trade name application (Form T-1) should be filed. For a complete listing of forms, please see our Registration Forms, Fees and Information page and scroll to find your entity type.
To register your business online, please visit Hawaii Business Express.
The Department will transmit a memo to you identifying problems with submitted forms. In some cases, a Department representative may telephone or email the contact person listed to resolve the matter. You can also call or email the office or use our Business Name Search to check on the status of a filing.
Email: BREG@dcca.hawaii.gov
Phone: (808) 586-2727 Monday – Friday, 7:45 a.m. to 4:30 p.m. HST.
Online
Enter the business name in Business Name Search and open selected record. Next, select the “Forms” tab to find business registration forms that are specific to the business entity, name, or mark.
Here is a list of forms available for online filing through our portal, Hawaii Business Express (HBE).
Paper
Business registration forms are available as fillable PDFs and can be downloaded at any time.
Forms are also available at our office, or you can request for a form to be emailed or mailed to you.
Phone: (808) 586-2727
Email: BREG@dcca.hawaii.gov
Fax: (808) 586-2733
Mailing address:
Department of Commerce and Consumer Affairs
Business Registration Division
P.O. Box 40
Honolulu, HI 96810
Street address: 335 Merchant Street, Room 201, Honolulu, HI 96813
This depends on what has been filed by the business. Information filed with our office is public and can be viewed by searching under the registered entity name in our Business Name Search.
Documents on record are also available for public inspection in the Records Viewing area located in Room 201 of the King Kalakaua building at 335 Merchant Street, Honolulu, Hawaii 96813.
Copies of documents can be purchased online or through requests made by email, mail, or fax to the Business Registration Division. To purchase copies online, search under your company name, open the record and go to the last tab titled, “Buy Available Docs.”
Phone: (808) 586-2727
Email: BREG@dcca.hawaii.gov
Fax: (808) 586-2733
Mailing address:
Department of Commerce and Consumer Affairs
Business Registration Division
P.O. Box 40
Honolulu, HI 96810
Street address: 335 Merchant Street, Room 201, Honolulu, HI 96813
Please note: the Business Registration Division does not utilize any other third-party company to collect or file annual business reports. Please see our June 2020 News Release regarding unofficial solicitations for more information. You can also email the Business Registration Division at BREG@dcca.hawaii.gov or call (808) 586-2727 to verify the legitimacy of a notice you receive regarding your Hawaii business filing.
To check on the status of your business online, visit Hawaii Business Express and enter your business name in the search box.
Effective January 1, 2003, the annual report or annual statement due date is dependent on the registration date. If the date of registration falls between:
- January 1 and March 31,
the annual report or statement is due by March 31 of each year; - April 1 and June 30,
the annual report or statement is due by June 30 of each year; - July 1 and September 30,
the annual report or statement is due by September 30 of each year; - October 1 and December 31,
the annual report or statement is due by December 31 of each year;
provided that if an entity is registered in the same year in which the annual report or statement is due, the registered entity shall not be required to file an annual report or statement for that year.
The annual report or statement provides the public with information on the business entity and does not require financial information.
At the beginning of each filing quarter, the Business Registration Division will post a news release to its home page, under “What’s New.” The release serves as a reminder to filers and contains filing information and updates from the Division.
If you would like to receive reminders about your Annual Business Report, the Division offers the following:
- Annual business reports filed online can receive free email reminders the following year.
- Anyone can sign up for email reminders through the “MyBusiness Notifications” page on Hawaii Business Express. There is a $2.50 fee per year per business to subscribe.
- Initial business filings filed online through Hawaii Business Express can receive free email reminders when the annual report is due the following year.
For more information and/or to file your annual report/statement, click here.
A registered agent is the agent for service of process for a business, as identified by the business in its business filings. A registered agent must be an individual or entity authorized to transact business in this State and must be physically present in the State. In general, the duty of the registered agent is to receive service of process, notice or demand on behalf of the business the agent is hired to represent and to inform the business of such service.
Copies and certified copies of documents filed with the Department can be purchased online through Hawaii Business Express. To do this, search under business name, open the selected record, and go to the last tab titled, “Buy Available Docs.”
Requests can also be made by phone, email, fax, mail, or in person. Payment must accompany all requests. The charge for regular copies is $3.00 (flat rate), for certified copies add an additional $10.00.
Phone: (808) 586-2727
Email: BREG@dcca.hawaii.gov
Fax: (808) 586-2733
Online: https://hbe.ehawaii.gov/documents/search.html
Mailing address:
Department of Commerce and Consumer Affairs
Business Registration Division
P.O. Box 40
Honolulu, HI 96810
Street address: 335 Merchant Street, Room 201, Honolulu, HI 96813
Yes, we accept filings via email and fax.
Legible scanned, photocopied, or faxed documents will be accepted by the Division. Document pages must be standard letter-sized (8.5 x 11 inches) and if signatures are not plainly legible, the name must be typed below each signature.
Credit card information must accompany email or fax filings. We accept Visa, MasterCard, Discover, American Express, Diners Club, or JCB. Use the Business Registration Division Credit Card Transaction Form, OR be sure to include the following information in order for payment to be processed: credit card number, type of card, name of cardholder, card expiration date, CVV code, amount of charge, indicate expedited or regular review, a contact telephone number and an email address.
Email:breg-doci-filing@dcca.hawaii.gov
Fax: (808) 586-2733
If you have any questions regarding filing requirements, please call (808) 586-2727.
Good Standing Certificates, Copies or Certified Copies can be ordered online through Hawaii Business Express by searching under business name, opening the selected record, and going to the last tab titled, “Buy Available Docs.”
Requests for Good Standing Certificates, Copies can also be submitted via phone, email mail, fax, or in person.
Credit card information must accompany email or fax filings. We accept Visa, MasterCard, Discover, American Express, Diners Club, or JCB. Use the Business Registration Division Credit Card Transaction Form, OR be sure to include the following information in order for payment to be processed: credit card number, type of card, name of cardholder, card expiration date, CVV code, amount of charge, indicate expedited or regular review, a contact telephone number and an email address.
Phone: (808) 586-2727
Email:
Fax: (808) 586-2733
Mailing address:
Department of Commerce and Consumer Affairs
Business Registration Division
P.O. Box 40
Honolulu, HI 96810
Street address: 335 Merchant Street, Room 201, Honolulu, HI 96813
Each of these terms does mean something different, and while there are gray areas, it is easiest to see trade names as relating to businesses or entities and trademarks and service marks as relating to the products of businesses or entities.
A trade name is the name a business chooses to do business under. It is commonly known as the “doing business as” (DBA) name and can differ from the company’s business name.
If you produce goods, you would be applying for a trademark. If you “produce” or provide a service, you would be applying for a service mark.
For example, say there is a business called DCCA, Inc. (a corporation), or DCCA Co. (a partnership) and they register a trade name, “DCCA Manufacturing Co.” The corporation or partnership might also apply for registrations for its product, “DCCA Widgets” (trademark) and for its “DCCA Widget Maintenance” (probably a service mark, depending on what is “produced”).
Visit our Trade Names, Trademarks, and Service Marks page for more information and/or to register online.
Trademark goods are classified from Class 1 (Chemicals) to Class 34 (Smokers’ articles). Service Mark services are classified from Class 35 (Advertising and Business) to Class 45 (Personal).
For more information, check out the United States Patent and Trademark Office website and our application forms .
A trademark specimen is an actual example of how you are using the mark in commerce on or in connection with the identified goods. This is not the same as the drawing of the mark.
A specimen for a trademark used on goods shows the mark on the actual goods or packaging for the goods. For example, a tag or label for the goods, a container/packaging for the goods, a display associated with the goods, or a photograph of the goods are examples of trademark specimens.
A service mark specimen is an actual example of how you are using the mark in commerce on or in connection with the identified services. This is not the same as the drawing of the mark.
A specimen for a service mark must show the mark used in the sale or advertising for the services. For example, a sign, a brochure/publication about the services, an advertisement for the services, or a business card or stationary showing the mark in connection with the services, are examples of service mark specimens.
First and foremost, please keep in mind that registration of a trade name with the Department DOES NOT grant you ownership of the trade name. This is probably the single greatest source of confusion, and you can avoid problems later if you understand this at the beginning.
Ownership of a trade name is acquired by using the name openly and continuously in the marketplace. Many trade names in Hawaii are not registered with the State. Nonetheless, by using those names in commerce, common law ownership rights, are acquired.
Registration is not required in order for you to own the trade name and you do not therefore have to register the name. The advantage to registering your trade name is that you provide notice to others that you are claiming the rights to use the name. The second advantage is that the registration process may let you know about any other person who is claiming the right to use that name. And if your name is registered, those who seek to register later will have notice of your claim. In either case it can help you avoid legal disputes which may be expensive and disrupt your business.
No, the Department will only check to make sure that no one else has a substantially identical registration. It is your responsibility to look around the State to ensure that you are not using a name which is already in use or so close to one in use that the public would be confused by the two names. Remember, even if the Department registers your name, you can still be sued by another party for using a name that the other party was using first or one that is so close that it confuses the public.
The basic rule is that the first person to make active and continuous use of the name is the person who owns the name.
Sometimes a person registers a name and then either doesn’t use it or uses it for a while and then abandons the name. If a registered name is not used for a period of one year, you can petition the Department to revoke that registration. The procedure for doing so is outlined in separate instructions and you can obtain the Petition for Revocation of a Trade Name form from the Department’s Office of Administrative Hearings .
If the earlier registration has been abandoned, you can petition for revocation as outlined above. If both parties are using the name, the key question will be which party made first and continuous use of the name. If you believe you are the first to use the name, you can file a petition to revoke the registration on the basis of prior ownership. The procedure for doing so is outlined in separate instructions and you can obtain the Petition for Revocation of Trade Name form from the Department’s Office of Administrative Hearings .
As of July 1, 2003, the law provides that your initial registration is valid for only five years. It will be your responsibility to reregister your name at the end of that period or any time during the six months proceeding the expiration date. If you renew your registration in a timely manner, your renewed registration will be valid for five years. Please note that the Department does not send out notices to remind you of the expiration date. Therefore, it is your responsibility to remember to re-register. If you forget when the expiration date is, you can go to the Business Name Search to find the information online or contact the Business Registration Division to inquire about it. By chance, if you do forget to re-register the name, be aware that anyone may register an expired name. So, to avoid future problems, please remember to re-register your trade name before it’s expiration.
Yes. A corporate name is used by an entity that is formed as a corporation. Profit corporation names are required to contain one of the following endings: “Corporation”, “Incorporated”, “Limited” or an abbreviation of one of those words. The name cannot be substantially identical to a name already registered with the Department.
A trade name is a name under which a person transacts business, other than one’s legal name (personal name) or a registered corporate name, general or limited partnership name, limited liability company name or limited liability partnership name. A trade name is also known as a fictitious name or a DBA (doing business as). A registered business entity can file for Registration of Trade Name (Form T-1) as long as the name is different from its registered name.
The registration of a trade name, trademark or service mark may be cancelled by filing a request for cancellation, signed by the registrant.
Name Reservations
For domestic profit corporations, the reserved name must contain the word: Corporation, Incorporated, or Limited, or the abbreviation of one of the words, Corp., Inc., or Ltd.
For domestic limited liability company, the reserved name must contain the phrase: Limited Liability Company or the abbreviation L.L.C., or LLC. Limited may be abbreviated as Ltd., and Company may be abbreviated as Co.
For domestic limited partnership, the reserved name must contain the phrase: Limited Partnership or the abbreviation LP or L.P.
For domestic limited liability limited partnership, the reserved name must contain the phrase: Limited Liability Limited Partnership or the abbreviation LLLP or L.L.L.P.
An approved reservation of business entity name is reserved for a period of 120 days.
Name reservations can be filed online through Hawaii Business Express.
Each applicant has the responsibility to research the availability of a proposed name so that it does not infringe upon an existing registered name. The Department’s registry of existing names provides notice to and is open to inspection by the public. For the regulations governing registration of Trade Names, Trademarks, Service Marks, and Business Entity Names, see Section 16-36-15 , Hawaii Administrative Rules.
There is no BREG form for canceling a name reservation. A letter of cancellation that is signed by the applicant of the reservation is acceptable.
Limited Liability Companies
An LLC is a limited liability company. It is one of the most flexible entities and it is not a partnership or corporation. It is created by filing Articles of Organization with the Business Registration Division. Its internal workings are governed by an operating agreement that can include almost any provision allowed by law and agreed upon by members. The owners of the company are the members.
An LLC is either member-managed or manager managed. In a member-managed LLC, all members have the authority to act on behalf of the company. In a manager-managed LLC, the managers are elected by the members and the managers have the authority to manage and operate the company.
An LLC organizer is involved in the formation of the LLC. The organizer signs and files the Articles of Organization. The organizer of an LLC may be separate from the members or managers of the company.
Foreign LLCs are required to file a certificate evidencing the name change or a certified copy of the name change amendment, along with the associated filing fee(s) with the Department of Commerce and Consumer Affairs, Business Registration Division. Filing fee: $25.00, Hawaii State Archives Fee: $1.00. For additional details, please refer to Form FLLC-INFO on our Business Entity Information page.
Phone:(808) 586-2727
Email: BREG@dcca.hawaii.gov
Fax:/strong> (808) 586-2733<
Mailing address:
Department of Commerce and Consumer Affairs
Business Registration Division
P.O. Box 40
Honolulu, HI 96810
Street address: 335 Merchant Street, Room 201, Honolulu, HI 96813
The LLC can terminate its registration with the Department by filing the Articles of Termination (Form LLC-11) along with the nonrefundable filing fee.
Our Domestic LLC Forms page has Form LLC-11 and more available for download. Please scroll to find your document.
To terminate your LLC registration online, go to Business Name Search, enter the LLC name in business name field, open your record, go to the “Forms” tab and select LLC-11 Articles of Termination.
Profit Corporations
The Articles of Amendment (Form DC-3) and Amended and Restated Articles of Incorporation (Form DC-5) may contain an amended article, articles, or the original Articles of Incorporation amended in its entirety on file with the department.
A corporation restating its Articles of Incorporation shall deliver to the department director for filing, Articles of Reinstatement (Form DC-4) setting forth the Restated Articles of Incorporation, which is the original Articles of Incorporation and any approved amendment(s) filed. The Restated Articles of Incorporation (Form DC-4) cannot contain any new amendments.
Forms DC-3, DC-4, DC-5 and more are available for download on our Domestic Profit Corporation Forms page. Please scroll to find your form.
For most corporation merger types, Articles of Merger (Form X-12) must be filed with the Department. If the merger involves a subsidiary corporation merging into a parent corporation, then the Articles of Merger (Form DC-9) should be filed.
Forms X-12, DC-9 and more are available for download on our Domestic Profit Corporation Forms page. Please scroll to find your form.
Yes. The effective date of a merger must be within thirty days of the filing date. The effective date can be on a weekend or holiday, as long as it follows the filing date.
The effective time of the merger must be based on Hawaiian Standard Time (HST), even if the merger involves a corporation from another state. Use of the phrase “close of business” on a specific date is not acceptable.
If the merging or surviving corporation is registered in Hawaii:
If the merger is permitted by the jurisdiction under which each foreign corporation is incorporated, and the foreign corporation is the surviving entity, the foreign corporation shall comply with section 414-315.
If the domestic corporation is the surviving entity, the domestic corporation shall comply with the appropriate provisions in 414-311 through 414-315.
If the merging or surviving corporation is not registered in Hawaii:
If the surviving corporation chooses to register at the same time the merger is filed, the Department can accept the certificate evidencing the merger and the Application for Certificate of Authority for a Foreign Corporation (Form FC-1) one minute apart, even though the names of the corporations are the same.
If the merging corporation is not registered in Hawaii, the surviving corporation is still required to file one of the certificates.
Form FC-1 and more is available on our Foreign Profit Corporation Forms page. Please scroll to find your form.
Foreign Corporations are required to file a certificate evidencing the name change or a certified copy of the name change amendment, along with the associated filing fee(s) with the Department of Commerce and Consumer Affairs, Business Registration Division. For additional details, please refer to Form FC-INFO for Foreign Corporations or Form FNP-INFO for Foreign Nonprofit Corporations on our Business Entity Information page.
Filing Fees
Foreign Profit Corporation: $25.00
Foreign Nonprofit Corporation: $10.00
Hawaii State Archives Fee: $1.00
Phone: (808) 586-2727
Email: BREG@dcca.hawaii.gov
Fax: (808) 586-2733
Mailing address:
Department of Commerce and Consumer Affairs
Business Registration Division
P.O. Box 40
Honolulu, HI 96810
Street address: 335 Merchant Street, Room 201, Honolulu, HI 96813
If a corporation is no longer in business, it can be dissolved by filing the Articles of Dissolution (Form DC-13) with the department.
A corporation is dissolved upon the effective date of its articles of dissolution. The articles of dissolution may specify a delayed effective time and date, and if it does so, the document becomes effective at the time and date specified. If there is a delayed effective date but no time specified, the document shall be effective at the close of business on that date. A delayed effective date for a document must be within thirty (30) days of the date it is filed.
Form DC-13 is available for download on our Domestic Profit Corporation Forms page. Please scroll to find your form.
To dissolve your corporation registration online, go to Business Name Search, enter the corporate name in business name field, open your record, go to the “Forms” tab and select DC-13 Articles of Dissolution.
Corrections
To make corrections to any document filed with the Department, a Correction Form (Form X-3) must be filed. This form may be used to correct a domestic or foreign entity document on file with the Department. It cannot be used to correct a foreign entity document originating from a foreign state agency.
To correct an error on a filed, approved annual report or statement, an amended annual report should be filed. There is no fee to file an amended annual report. Contact the Business Registration Division to request for an amended annual report or statement to be sent to you.
Phone: (808) 586-2727
Email: BREG@dcca.hawaii.gov
Fax: (808) 586-2733
Mailing address:
Department of Commerce and Consumer Affairs
Business Registration Division
P.O. Box 40
Honolulu, HI 96810
Street address: 335 Merchant Street, Room 201, Honolulu, HI 96813
Form X-3 is available for download on our Domestic Profit Corporation Forms page. Please scroll to find your form.
Information for Domestic Profit Corporations (DC-Info)