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Hawaii runs its LLC calendar in a unit almost no other state uses: the calendar quarter. Under HRS § 428-210(d), your annual report is due on or before the last day of the quarter that contains your formation date — organized between January 1 and March 31, you file "on or before March 31 of each year"; April–June formations file by June 30; July–September by September 30; October–December by December 31 — and each report reflects the company's affairs as of the first day of that quarter. The filing goes to the Department of Commerce and Consumer Affairs' Business Registration Division (not a Secretary of State), costs $15 by paper or $12.50 online through Hawaii Business Express, and the late fee is a famously gentle $10 per delinquent year (per the DCCA's Form LLC-INFO, which also notes statutory authority for a penalty of up to $100 for each 30-day period of continued delinquency). Nothing about that schedule feels dangerous — and that's the trap. The real machinery is two slow clocks stacked end to end: after your report has gone unfiled "for a period of two years," the director may administratively terminate the company (HRS § 428-809(2)) — and once terminated, Hawaii's reinstatement window is only two years (HRS § 428-811, via Form X-4: "The reinstatement period is within two years after the effective date of… administrative termination"). Roughly four years can separate a first missed $12.50 filing from an LLC that cannot be brought back at all.
| Item | Hawaii LLC |
|---|---|
| What's due | Annual Report with the DCCA Business Registration Division — name and jurisdiction, principal-office mailing address, agent information, and manager/member names and addresses (HRS § 428-210(a)) |
| When | By the last day of your formation quarter, every year — Mar 31, Jun 30, Sep 30, or Dec 31, depending on when the LLC was organized (§ 428-210(d)) |
| First one | Not required in the year the LLC is organized — a company formed in February 2026 owes nothing until March 31, 2027 |
| Fee | $15 paper / $12.50 online via Hawaii Business Express (DCCA Form LLC-INFO) |
| Late fee | $10 per delinquent year when filing online; statutory authority exists for up to $100 per 30-day period of continued delinquency (DCCA Form LLC-INFO) |
| The correction rule | A report missing required information is returned — refile within 30 days of the mailing and it still counts as timely (§ 428-210(e)) |
| The fuse | Annual report unfiled "for a period of two years" = ground for administrative termination (§ 428-809(2)); unpaid fees and agent failures are separate grounds; procedure per § 428-810 |
| Reinstatement | Apply within two years of the termination's effective date (§ 428-811; Form X-4) — reinstatement relates back as if the termination never occurred |
| What it takes | $25 X-4 filing fee + every delinquent annual report + all delinquent fees and penalties + a Department of Taxation certificate that taxes are paid, under a payment arrangement, or being contested |
| Past two years | Reinstatement unavailable. The entity stays terminated — a new LLC is the only path forward |
| Reminders | Free email reminders if you filed online; anyone else can subscribe via "MyBusiness Notifications" for $2.50/yr per business (DCCA Form LLC-INFO) |
| Where | Hawaii Business Express — Annual Business Filings · DCCA Business Registration Division |
The gentlest late fee in the country is attached to one of its hardest endings. A Hawaii LLC that misses its report owes $10 more the next year — a consequence so small it reads as permission. But § 428-809's two-year fuse burns whether or not anyone notices, and § 428-811's two-year reinstatement window starts the day the director signs the termination. Kentucky will take a dissolved company back decades later; Idaho gives you ten years; Hawaii's door closes for good roughly four years after the first missed filing. And the way back leads through a second agency: like Indiana, Tennessee, and Kentucky, Hawaii requires tax-department paperwork before reinstatement — though its version is notably softer, accepting a payment arrangement or an active appeal in place of full payment.
The first clock is the fuse. Miss your quarter-end deadline and the visible cost is $10 per delinquent year — no dissolution notice arrives at year one, no status emergency. At two years of unfiled reports the director "may commence a proceeding" to terminate under § 428-809(2), following the procedure in § 428-810. The second clock starts at the termination's effective date: two years to file Form X-4 with every back report, every delinquent fee and penalty, the $25 application fee, and the Department of Taxation writing. Inside that window the repair is complete — reinstatement "relates back… as if the administrative termination had never occurred." Outside it, there is no statutory path back: you form a new LLC, with a new formation date, a new quarter, and whatever became of your old name and contracts. The tax certificate deserves respect even inside the window: an LLC that stopped filing $12.50 reports has often also drifted on its Hawaii GE tax filings, and the Department of Taxation thread can take longer to untangle than the DCCA one — Hawaii's mercy is that a payment plan or a pending appeal satisfies the requirement. If you're staring at a terminated status now, the triage order is in what to do if you missed your annual report — in Hawaii, the first thing to establish is the termination's effective date, because it tells you how much of the two-year window is left.
| Where you are | What it costs |
|---|---|
| On time (by your quarter-end) | $12.50 online / $15 paper |
| One year late | Report fee + $10 late fee (per delinquent year; up-to-$100/30-day statutory penalty authority exists) |
| Two years unfiled | Ground for administrative termination (§ 428-809(2), procedure per § 428-810) |
| Terminated, within 2 years | X-4 + $25 + all back reports, fees, penalties + Dept. of Taxation certificate (paid, payment plan, or contested) — relates back in full |
| Terminated, past 2 years | Unrecoverable. Form a new entity |
Hawaii's quarter-based cadence has exactly one sibling: Wisconsin, which also files by the last day of the quarter holding the formation anniversary — though Wisconsin's fuse runs on a one-year-overdue rule where Hawaii's runs on two. The $12.50 online fee makes Hawaii one of the cheapest filing states, in the range of Kentucky's $15 and above only New York's $9 biennial statement and Idaho's free report. Its two-year reinstatement cliff pairs it with Utah — the two states where a lapsed LLC becomes permanently unrecoverable fastest — while sitting at the opposite pole from Idaho's ten years, Oregon's five-plus-waiver, and Kentucky's any-time rule. Its tax-clearance requirement joins the Indiana/Tennessee/Kentucky family of two-agency repairs, but with the country's most forgiving terms — a payment arrangement or pending appeal counts. And its $10-per-year late fee is arguably the smallest real penalty of any state that charges one at all, which is precisely why the two-year fuse behind it goes unnoticed. The 50-state table shows every state's cadence — including which of your states put a permanent cliff behind a gentle late fee.
A deadline keyed to your formation quarter, a $10 late fee, and a four-year path to permanent termination — Hawaii is built to be underestimated. EntityMinder pins your exact quarter-end, reminds you before it closes, and tracks every other state you're in on the same calendar. The beta waitlist is open; planned pricing is $9/month.
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