How to Dissolve an LLC in Hawaii? (Most Effective Method)

Delina Chantel Yasmeh
Published by Delina Chantel Yasmeh | Author
Last updated: February 21, 2024
FACT CHECKED by Lou Viveros, Growth & Transition Advisor
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If you're considering dissolving your Hawaii limited liability company, you need to know how to do it properly.

Me and my team of legal experts have started many businesses and faced some tough situations.

Having dissolved several LLCs, we will walk you through the whole process without stress. We want to share our knowledge and expertise to give you the best guidance possible.

In this article, we'll discuss the process for dissolving a Hawaii LLC and what forms you'll need to file.

Quick Summary

  • To dissolve an LLC in Hawaii you first need to review the LLC's operating agreement to check for any mandatory dissolution procedures. 
  • Dissolving an LLC includes settling all debts, loans, and financial obligations beforehand.
  • Hawaii's high business failure rates, with 23.0% failing in the first year and 63.8% within ten years, highlight the need for proper LLC dissolution knowledge during tough times.
  • From my perspective, the dissolution process, although daunting, is a crucial step in the lifecycle of a business that can set the foundation for future entrepreneurial success.


6 Steps to Dissolving an LLC in Hawaii

A man studying the two ways on how to dissolve an LLC in Hawaii

Before initiating the formal vote to dissolve your LLC, consider the broader economic context: between March 2021 and March 2022, 3,790 Hawaii establishments closed, according to the US Small Business Administration [1].

This statistic underscores the importance of a unanimous and well-considered decision-making process in these challenging times

To dissolve your Hawaii LLC, follow the steps below for a quick, legally compliant dissolution with the necessary legal support.

Step 1: Vote to Dissolve the LLC

A person using a laptop in an office

The process of dissolving an LLC in Hawaii begins with a formal vote by the LLC members.

The operating agreement should have a clause that would allow the members to vote on dissolving the LLC.

It's crucial to document this decision in the form of a written resolution, which serves as an official record of the vote. This step ensures that all members agree to the dissolution and understand its implications.

During our dissolution, we held a meeting where all members unanimously agreed to dissolve, and we recorded this decision in our meeting minutes.

Step 2: Notify Creditors About Your LLC's Dissolution

Once the decision to dissolve is made, the LLC must notify its creditors.

This involves sending a written notice to each creditor, informing them of the dissolution, and providing a deadline for submitting claims.

The notice should include instructions on how the claims should be presented and the deadline for their submission, which is typically set by state law. This step is crucial to settle all debts and obligations.

In our case, we prepared and sent out notices to all known creditors, clearly outlining the process for claiming any outstanding debts.

Step 3: File Final Tax Returns and Obtain Tax Clearance

To close your business tax accounts, you will have to do it through the Hawaii Department of Taxation [2].

"You will also need to obtain a tax clearance certificate from the Hawaii Department of Taxation. This document states that all tax liabilities have been paid and that the business is in good standing."

-Jon Morgan, Co-Editor & Co-Founder of Venture Smarter

Once you have obtained the tax clearance certificate, you can file it with the Certificate of Dissolution [3].

During our dissolution, we worked with a tax professional to ensure all tax returns were accurately filed and received our tax clearance without any issues.

Step 4: File Articles or Certificate of Dissolution

Two office people discussing

A crucial step in dissolving your LLC is to file a Certificate of Dissolution (if dissolving voluntarily) or the Petition for Involuntary Dissolution (if dissolving involuntarily) with the business registration division of the Hawaii Department of Consumer Affairs.

The certificate must be approved and signed by all of the LLC's members and the following information must be included in the document:

  • The officially registered business name of the company
  • Whether the dissolution was voluntary or state-sanctioned
  • The effective date of dissolution
  • The signature of all members of the Hawaii limited liability company

You can find the form for the Certificate of Dissolution on the business registration division's website.

Once you have completed and signed the form, you will need to submit it to the business registration division along with a $25 filing fee.

The Hawaii Business Registration division will then review your application and, if approved, will dissolve your LLC.

Step 5: Distribute Assets

A person looking at two papers

After settling all debts and obligations, the remaining assets of the LLC are distributed among the members according to the terms of the operating agreement or state law if the agreement is absent.

This distribution should be done carefully, considering any tax implications.

During our dissolution, we carefully reviewed our operating agreement to determine the appropriate distribution of remaining assets, ensuring compliance with both the agreement and state law.

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Step 6: Close All Accounts and Cancel Licenses and Permits

The final step in dissolving an LLC involves closing all business accounts, including bank accounts, and canceling any licenses or permits held by the LLC.

This step is crucial to prevent future liabilities and to formally conclude all business operations.

In our experience, we methodically went through each account and license, ensuring everything was properly closed or canceled, which marked the official end of our business operations.

FAQs

How Do I Cancel My Hawaii Business License?

You can cancel your Hawaii business license by submitting a written request to the Department of Commerce.

Your request must include your name, business name, and the effective date of the cancellation.

How Much Does It Cost to Dissolve an LLC in Hawaii?

It costs $25 to dissolve an LLC in Hawaii. The costs cover the processing of the Articles of Dissolution.

How Long Does It Take to Dissolve an LLC in Hawaii?

It takes approximately 5 business days to dissolve an LLC in Hawaii. However, you can pay an additional $25 for a 3-day expedited processing.

References:

  1. https://advocacy.sba.gov/wp-content/uploads/2023/11/2023-Small-Business-Economic-Profile-HI.pdf
  2. https://www.investopedia.com/terms/t/taxliability.asp
  3. https://www.lawinsider.com/dictionary/certificate-of-dissolution

 

About The Author

Author
Delina Chantel Yasmeh, J.D./Tax LL.M, specializes in Mergers and Acquisitions at Deloitte and PwC, managing billion-dollar transactions. Educated in Accountancy at California State University and holding advanced degrees from Loyola Law School, she is highly skilled in tax law. Delina also dedicates time to pro bono work for women and children.
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Growth & Transition Advisor
LJ Viveros has 40 years of experience in founding and scaling businesses, including a significant sale to Logitech. He has led Market Solutions LLC since 1999, focusing on strategic transitions for global brands. A graduate of Saint Mary’s College in Communications, LJ is also a distinguished Matsushita Executive alumnus.
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