How to dissolve a Hawaii LLC
Data last updated: Apr 21, 2026The quick read on dissolving a Hawaii LLC
At $25, Hawaii's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Hawaii accepts the dissolution filing online or mail, with online approvals in about 3 business days. The state tax agency has to clear the LLC's account before the Secretary of State will accept the dissolution document, so budget 4 to 8 extra weeks on top of the headline processing time.
Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Hawaii filers is the order of operations: vote, tax clearance, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.
Dissolution steps in Hawaii
The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.
- Member vote to dissolve
Hawaii's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
- Get tax clearance
Hawaii requires clearance from the state tax agency before accepting the dissolution filing. File any outstanding returns, pay any outstanding tax liability, then request a tax clearance certificate. Allow extra time for this step; in some states it runs 4-8 weeks.
- File the Articles of Termination (Form LLC-11) with Hawaii Department of Commerce and Consumer Affairs - Business Registration Division
Filing fee is $25. Online filing is available through the state portal. Mail filings are accepted. Paid expedite available for $25.
- Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
- Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.
How this plays out in Hawaii
Start with the member vote. Under Haw. Rev. Stat. Section 428-801, the default is unanimous written consent of all members if the operating agreement is silent. Document the vote in a written consent.
Request a Tax Clearance Certificate (Form A-6) from the Hawaii Department of Taxation. The certificate verifies the LLC has filed all required GET, income, and withholding returns and paid all taxes. Separately, obtain clearance from the Department of Labor and Industrial Relations (DLIR) for unemployment insurance if the LLC had Hawaii employees. Both clearances must be current before BREG will accept the Articles of Termination.
File the Articles of Termination (Form LLC-11) with the Business Registration Division. Online filings through Hawaii Business Express cost $25 plus a $1 archive fee and typically process in 3 business days. Mailed paper filings to Honolulu take about 10 business days. A $25 expedited review surcharge brings online turnaround down to 24 hours. Close the federal side last: final federal return marked "final," IRS Form 966 if taxed as a corporation, and a written EIN closure request.
What a clean Hawaii dissolution actually costs
The Secretary of State fee is rarely the biggest line item. For most Hawaii LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.
| Cost component | Amount | Notes |
|---|---|---|
| Base Secretary of State filing | $25 | Filed with Hawaii Department of Commerce and Consumer Affairs - Business Registration Division |
| Paid expedite (optional) | +$25 | 24-hour turnaround |
| Outstanding state tax | Varies | Must be fully paid before SoS accepts filing |
| Final federal return (DIY) | Free | Or $200 to $800 if a CPA prepares it |
| Foreign-LLC withdrawals (if any) | $10 to $125 per state | Each state where you qualified as foreign LLC |
How Hawaii compares to other states
At $25, Hawaii's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Hawaii sits at #20 from cheapest to most expensive.
Filing path matters as much as the fee. Hawaii's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. And the tax clearance requirement puts Hawaii in a narrower group of jurisdictions where the tax agency has the final word before the Secretary of State processes anything.
Requirements at a glance
Common pitfalls
The biggest Hawaii trap is timing the Form A-6 tax clearance. The certificate takes several weeks to issue from the Department of Taxation, especially if the LLC has any open GET filings or unpaid balance. LLCs that file Articles of Termination without Form A-6 attached get rejected by BREG and lose the filing window. Request the A-6 first, wait for issuance, then file the dissolution.
The second Hawaii-specific pitfall is the General Excise Tax. Unlike a sales tax, GET is assessed on the business rather than the customer, and it applies to nearly every kind of business activity at 4% state plus up to 0.5% county surcharge. Even dormant LLCs with no receipts owe a "no activity" GET return every period. If prior GET returns are missing, Form A-6 will not issue until they are filed. File the final GET return for the period through dissolution and reconcile any balance before requesting clearance.
Hawaii's annual report cycle is also worth noting. Reports are due by the end of the LLC's formation-anniversary quarter at $15 each, so the current-year report may still be owed depending on timing.
What happens after the state accepts your filing
Once BREG accepts the Articles of Termination, the LLC is terminated under the Hawaii Uniform Limited Liability Company Act and the entity name is released. Members should complete winding up, pay creditors, and distribute remaining assets. File the LLC's final federal return for the year of dissolution, close the EIN with the IRS, and close any remaining state tax accounts (GET, withholding, corporate income tax) separately. Creditor claims survive under HRS Section 428-807 for up to five years against the LLC's remaining assets, so keep records accessible for that window.
Documents and filings checklist
- Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
- Tax clearance certificate
Request from Hawaii's tax agency. Must be obtained before the Secretary of State will accept the dissolution filing.
- Articles of Termination (Form LLC-11)
Filed with $25 fee at Hawaii Department of Commerce and Consumer Affairs - Business Registration Division. Form PDF.
- Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
- IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
- IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
- State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
- Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.
Filing agency
Hawaii Department of Commerce and Consumer Affairs - Business Registration Division
- Website
- cca.hawaii.gov/breg
- Phone
- (808) 586-2727
- breg@dcca.hawaii.gov
- Business Registration Division, P.O. Box 40, Honolulu, HI 96810
- Office
- 335 Merchant Street, Room 201, Honolulu, HI 96813
- Hours
- 7:45 AM to 4:30 PM Hawaii-Aleutian Standard Time, Monday to Friday
Frequently Asked Questions
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How much does it cost to dissolve a Hawaii LLC?
The Articles of Termination (Form LLC-11) filing fee is $25 plus a $1 State Archives preservation fee, for a total of $26 at BREG. Optional expedited review adds $25 for 24-hour turnaround. The Tax Clearance Certificate (Form A-6) from the Department of Taxation is free but may require settling any outstanding General Excise Tax balance, and the $15 annual report may still be owed depending on timing.
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How long does Hawaii LLC dissolution take?
The BREG filing itself processes in about 3 business days online or 10 business days by mail. The real delay is the Form A-6 tax clearance, which can take 4 to 6 weeks from the Department of Taxation if GET filings are current, longer if there are unfiled periods. Plan on 1 to 2 months end to end from requesting clearance to BREG acceptance.
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Do I need a tax clearance certificate in Hawaii?
Yes. Hawaii requires a Tax Clearance Certificate (Form A-6) from the Department of Taxation before BREG will accept the Articles of Termination. The certificate verifies all GET, income, and withholding returns are filed and all taxes paid. A separate DLIR clearance is also required if the LLC had Hawaii employees.
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What vote is needed to dissolve a Hawaii LLC?
Under HRS Section 428-801, the default is unanimous written consent of all members if the operating agreement is silent. Your agreement controls, so pull it, follow its threshold, and document the vote in a written consent before requesting Form A-6. See the Hawaii LLC formation page for more on the operating agreement framework.
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Do I need to close the General Excise Tax account separately?
Yes. The General Excise Tax (GET) account is separate from the BREG entity record and continues to generate filing obligations even after dissolution if not closed. File a final GET return marked "final" for the period through dissolution, pay any balance, and close the GET license at tax.hawaii.gov. Form A-6 will not issue until GET filings are current.
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What happens if I just stop filing annual reports?
BREG administratively terminates the LLC after persistent non-filing of the $15 annual report. Late fees of $10 per year accrue until the administrative action processes, and GET continues to assess if that account is not closed at the Department of Taxation. Reinstating later costs more than a clean $26 voluntary termination.
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Do I need to notify the IRS?
Yes. File a final federal return marked as the final return (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if taxed as a corporation), file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by writing to the IRS. The IRS close-a-business page covers the federal checklist.
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How long does LLC dissolution take in Hawaii?
Online filings are processed in about 3 business days through the state portal. Mail filings take about 10 business days once received. Because Hawaii requires tax clearance before the Secretary of State will accept the dissolution filing, add another 4 to 8 weeks on the front end to secure that certificate. Paid expedite for $25 cuts processing to 24 hours.
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Can I file the Articles of Termination (Form LLC-11) online?
Yes. Hawaii accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
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What vote is required to dissolve a Hawaii LLC?
Hawaii's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
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Does dissolution close my federal tax obligations?
No. The Hawaii Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
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Will my LLC name become available for someone else to use after dissolution?
In most cases yes. Hawaii typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.
Related
Sources
- Filing fee: cca.hawaii.gov/breg/files/2013/05/form_llc-11.pdf · verified April 21, 2026
Hawaii Department of Commerce and Consumer Affairs Form LLC-11 Articles of Termination. Filing fee is $25 plus a $1 State Archives preservation fee, so total is $26. Authority: Haw. Rev. Stat. Section 428-805. - File online: hbe.ehawaii.gov/ · verified April 21, 2026
Hawaii Business Express portal accepts LLC Articles of Termination filings. Processing is typically 3 to 5 business days online. - Tax clearance required: tax.hawaii.gov/geninfo/closing_a_business/ · verified April 21, 2026
Hawaii requires a Tax Clearance Certificate (Form A-6) from the Department of Taxation before the Business Registration Division will accept Articles of Termination. The certificate verifies the LLC has filed all required returns and paid all taxes. Clearance also required from the Hawaii Department of Labor and Industrial Relations (DLIR) for unemployment insurance. - Member vote standard: www.capitol.hawaii.gov/hrscurrent/Vol09_Ch0428-0429/HRS0428/HRS_0428-0… · verified April 21, 2026
Haw. Rev. Stat. Section 428-801 (Hawaii Uniform Limited Liability Company Act). LLC dissolves upon events specified in the operating agreement or, in the absence of such provision, upon the unanimous written consent of all members. - Expedited: cca.hawaii.gov/breg/expedited-service/ · verified April 21, 2026
Hawaii Business Registration Division offers expedited review for a $25 surcharge; standard processing is 3 to 5 business days, expedited within 1 to 3 business days. - Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS closing-a-business checklist covers final federal returns and EIN account closure.