How to Dissolve an LLC in Hawaii (2026)
To dissolve a Hawaii LLC, you file the Articles of Termination (Form LLC-11) with the Department of Commerce and Consumer Affairs, Business Registration Division. The fee is $25. Unlike some states, Hawaii doesn't ask for a tax clearance certificate before it processes the filing.
This guide covers a voluntary dissolution, when members choose to close a domestic Hawaii LLC on their own. A foreign LLC registered in Hawaii withdraws using a different form instead.
Quick Summary
- File your final tax returns before you file for termination. DCCA skips the tax clearance certificate, but Taxation still wants those returns.
- Notify your known creditors in writing first. A dated notice protects members if a claim shows up after you close.
- Keep your stamped Articles of Termination somewhere safe once DCCA returns it. You'll want proof the LLC is officially closed for years to come.
Hawaii LLC Dissolution Quick Reference
The table below covers what you need to file, drawn from the DCCA Business Registration Division, the office that processes your Articles of Termination.
| Detail | Information |
|---|---|
| Form name | Articles of Termination (Form LLC-11) |
| Filing fee | $25.00, nonrefundable |
| Expedited options | +$25.00 expedited review fee (turnaround not published) |
| Standard processing | Not published by DCCA |
| Online portal | Hawaii Business Express |
| Mail address | P.O. Box 40, Honolulu, HI 96810 |
| In-person address | 335 Merchant Street, Room 201, Honolulu, HI 96813 |
| Notarization required | No |
| Tax clearance required (agency) | No to file. A certificate from the Dept. of Taxation is only required to reinstate an administratively terminated LLC |
| Short-form eligibility | None. One Articles of Termination form covers every domestic LLC |
How to dissolve an LLC in Hawaii: 6 steps
Follow these six steps to dissolve an LLC in Hawaii. Every domestic LLC follows the same process, from the member vote to your stamped Articles of Termination.
Step 1: Vote to dissolve
Hawaii leaves the threshold to your operating agreement. The LLC dissolves once the members your agreement requires give consent, or once an event it names occurs [1].
State law sets no default percentage, so check your agreement first. Then hold the vote and put it in writing, whether that's meeting minutes or a signed consent. Decide how you'll split remaining assets at the same time, so winding up doesn't stall later.
Step 2: Notify creditors
Every creditor you're aware of needs written notice from you. Hawaii lets you set your own deadline, as long as it's at least 120 days after the creditor receives it, and the notice must say late claims are barred [2].
For creditors you can't identify, publish notice instead: once a week for four weeks in a statewide publication. This starts a two-year clock from the later of the last publication or your filing date. Late claims are barred for good after that [3].
Step 3: File final tax returns
File your final Hawaii tax returns and close your General Excise Tax license through Hawaii Tax Online, or submit Form GEW-TA-RV-1 to the Department of Taxation instead. Pay everything you owe through your last filing period, even if it shows no tax due.
DCCA doesn't require a tax clearance certificate before it will process your Articles of Termination. If you want one anyway, say for a buyer or a lender, request Form A-6.
There's no fee. An online request is usually processed within a day, and a mailed form takes 10 to 15 business days.
Step 4: File the Articles of Termination with the DCCA
File online through Hawaii Business Express. Search for your LLC by name, open its record, go to the Forms tab, and select the Articles of Termination.
You can also mail, email or fax the form instead. DCCA has only one termination form, and it covers every domestic LLC, so there's no shorter or simplified version to qualify for.
Personal and business checks aren't accepted for this filing. DCCA takes cash, a certified or cashier's check, a money order or a credit card.
Mail it to P.O. Box 40, Honolulu, HI 96810. In person, visit the Business Registration Division at 335 Merchant Street, Room 201, Honolulu, HI 96813.
The filing fee is $25 and isn't refundable. Pay an extra $25 for expedited review. DCCA doesn't publish a standard turnaround time for either option.
The form certifies debts are paid and assets already distributed, so settle those first. At least one manager, or one member in a member-managed LLC, must sign it.
It isn't notarized. You certify it under penalty of law instead of a notary block. Termination takes effect the moment DCCA files it, unless you state a later date, which can't be more than 30 days out [4].
Step 5: Distribute remaining assets
Know what your assets are actually worth before you divide them. You don't have to sell everything first: distributing property in kind lets members take specific items instead of cash when an asset is hard to sell or someone wants to keep it.
Hawaii law sets the order. Creditors get paid before anyone else, including a member the LLC itself owes money to. Then return each member's contributions that haven't already been returned. Split whatever surplus is left in equal shares [5].
Step 6: Close accounts and cancel licenses and permits
Close bank accounts and cancel licenses once your stamped Articles of Termination comes back. Anything you leave open keeps racking up fees and other obligations.
Keep a copy of your stamped Articles of Termination. Your bank will want to see it before it closes the LLC's accounts, and you'll want it on hand for any local license you cancel.
Check every county and state license tied to the business, and confirm any termination terms in your contracts before you close them out.
What happens if you do not formally dissolve
Skip the filing and your LLC stays on the books, racking up the $15 annual report fee every year. If you don't fix what's wrong, like a missed report, DCCA can administratively terminate the LLC after giving 60 days' notice [6].
Administrative termination doesn't erase your duties. The LLC survives just long enough to wind up, and until a court appoints a trustee, its last managers or members act as trustees on the hook to settle claims from creditors and members.
FAQs
How Long Does It Take to Dissolve an LLC in Hawaii?
How long it takes to dissolve an LLC in Hawaii isn't published anywhere by DCCA. That holds for standard and expedited review alike, so budget extra time either way.
How Much Does It Cost to Dissolve an LLC in Hawaii?
It costs $25 to dissolve an LLC in Hawaii. See the table above for the expedited review add-on.
Is a Tax Clearance Certificate Required to Dissolve a Hawaii LLC?
No, a tax clearance certificate isn't required for this filing. Hawaii's Department of Taxation only issues one if you're applying to reinstate an administratively terminated LLC.
How Do I Withdraw a Foreign LLC Registered in Hawaii?
A foreign LLC registered in Hawaii doesn't file Articles of Termination. It withdraws instead, using the Application for Certification of Cancellation, Form FLLC-2, with the Business Registration Division.
Do I Need to Cancel My Hawaii General Excise Tax License Separately?
Yes, you need to cancel your Hawaii General Excise Tax license separately. DCCA's termination filing doesn't touch it. Cancel it through Hawaii Tax Online, or mail in the cancellation form yourself.
Can I File the Articles of Termination Online?
Yes, DCCA accepts the Articles of Termination through its online portal, Hawaii Business Express.
References:
- https://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0801.htm
- https://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0807.htm
- https://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0808.htm
- https://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0805.htm
- https://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0806.htm
- https://www.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0428/HRS_0428-0810.htm
