How to Dissolve an LLC in Hawaii: Form LLC-11 and Fees

Closing a Hawaii LLC at a glance

In Hawaii, LLCs register with the Business Registration Division (BREG) of the Department of Commerce and Consumer Affairs. An LLC that is no longer in business ends its registration by filing Articles of Termination, Form LLC-11, with the nonrefundable filing fee (BREG FAQ). The form is short, but its premise is that the business has already been wound up, so the termination comes at the end, not the start.

The other half of a Hawaii closing is the general excise tax (GET) license, which most Hawaii businesses hold. It stays open until you cancel it. The general sequence for any LLC, including member approval and final federal returns, is in how to dissolve an LLC.

Steps to terminate an LLC in Hawaii

For a typical Hawaii LLC, work in this order:

• Approve the dissolution under the operating agreement and record it.
• Wind up: finish or assign contracts, collect receivables, pay debts and distribute what remains to members. Keep the GET license open until the last taxable sale or rental is reported.
• File final GET returns and cancel the GET license (Hawaii Department of Taxation).
• If you had employees, file the last quarterly UC-B6 report and Form UC-25 to report that the business has terminated (Hawaii DLIR).
• File Articles of Termination (LLC-11) with BREG, online or on paper (BREG FAQ).
• File final federal returns and close the EIN account.

Filing Articles of Termination with BREG

To file online, open the LLC's record in BREG's Business Name Search, go to the Forms tab and select LLC-11 Articles of Termination (BREG FAQ). The form is also on BREG's domestic LLC forms page for mailing (BREG forms), and BREG lists LLC-11 among the forms it accepts online (BREG online filing). Make checks payable to the Department of Commerce and Consumer Affairs.

BREG's fee page sets Articles of Termination at $25, with expedited review at $25 more (BREG LLC fees). We found no standard turnaround for regular filings on BREG's pages, so use expedited review if a closing date depends on it. We did not find a tax clearance requirement on BREG's termination pages.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: Hawaii Business Registration Division: domestic LLC fees

Hawaii taxes: the general excise license and payroll accounts

Two separate offices are involved, and neither tells the other. BREG ends the LLC as a registered entity; the Department of Taxation issued the general excise license and only closes it when asked. Filing LLC-11 leaves the license open, and cancelling the license leaves the LLC registered, so plan both filings in the same week.

The Department of Taxation answers the question directly: if you stop operating your business, you need to cancel your license. Cancel it by signing into Hawaii Tax Online or by submitting Form GEW-TA-RV-1 (Hawaii Department of Taxation). Do not confuse this with inactive status: a business on inactive status skips periodic returns but must still file annual returns.

• File the last periodic GET return and the annual return for the closing year.
• Close withholding at the same time if the LLC had employees in Hawaii.
• The Department of Labor and Industrial Relations uses Form UC-25, Notification of Changes, for terminating a business, separate from the quarterly UC-B6 report (Hawaii DLIR).
• File the final federal return for the year the business closes (IRS).

Dissolving a Hawaii corporation

A Hawaii corporation that is no longer in business files Articles of Dissolution, Form DC-13, with BREG (BREG corporation forms). The filing fee is $25, with $25 expedited review (BREG corporation fees). The corporation is dissolved on the effective date of its articles; a delayed effective date must fall within 30 days of filing (BREG FAQ). DC-13 can also be filed online. For the federal steps, including Form 966, see how to dissolve a corporation.

If BREG has already dissolved or terminated the company

Hawaii businesses that stop filing their annual report ($15) risk losing their status with BREG (BREG LLC fees). If that has happened and you need the entity active again, for example to sign a sale document or collect a refund, BREG's forms include an Application for Reinstatement, Form X-4, with a $25 fee (BREG forms). If the goal is simply to close, ask BREG whether a terminated entity needs any further filing before you pay to reinstate it.

Out-of-state LLCs registered in Hawaii

An LLC formed in Delaware or another state that registered in Hawaii files an Application for Certificate of Cancellation, Form FLLC-2 (BREG foreign LLC forms). We could not confirm its fee from BREG's site on the day we checked, so ask BREG before filing. A foreign corporation files an Application for Certificate of Withdrawal for $25 (BREG foreign corporation fees).

Hawaii records to keep after termination

Keep the filed LLC-11, the GET license cancellation, the final GET and withholding returns and payroll records. The IRS asks employers to keep employment tax records at least 4 years after the tax is due or paid (IRS). Tourism, property management and construction firms in Hawaii often hold booking systems and job files in hosted software; export them, with dates and history, before the subscriptions end. See export company records before closing and closing a business checklist.

Name one person, usually a former manager or member, to hold the files and the login for any archive. Hawaii agencies, the IRS and former customers will contact the address on record, so keep a mailing address or registered agent arrangement in place until the last tax notices have arrived.

Operational records can carry value

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Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.