What happens if your Hawaii LLC misses its annual report, and how to reinstate it
Hawaii’s own word for it: “Administratively terminated”. Time limit to get back: 2 years. Tax clearance: Required (Department of Taxation).
Checked against the Hawaii Department of Commerce and Consumer Affairs, Business Registration Division, September 2026.
- What Hawaii calls it
- “Administratively terminated”
- Tax clearance
- Required(Department of Taxation)
- Time limit to get back
- 2 years
How it unfolds in Hawaii
- MissedAnnual report
- Status“Administratively terminated”
- The way backForm X-4, Application for Reinstatement
Hawaii Department of Commerce and Consumer Affairs (DCCA), Business Registration Division (BREG)
What does Hawaii call a company that missed its filings?
“administratively terminated” / “administrative termination”, declared by a “decree of termination” signed by the DCCA director (HRS § 428-810). Note that Hawaii LLCs are “terminated”, not “dissolved”. Form X-4 uses the umbrella wording “involuntarily dissolved/cancelled/revoked or administratively terminated/dissolved/cancelled by Decree/Order”.
What triggers it in Hawaii?
The director may start administrative termination if the LLC fails to: (1) pay any fees prescribed by law; (2) file its annual report for a period of two years (HRS § 428-210); (3) appoint and maintain an agent for service of process; or (4) file a statement of change in the agent’s name or business address. The annual report is due by the end of the calendar quarter in which the LLC was organized (March 31, June 30, September 30 or December 31).
Before it happens
Before declaring termination, the director mails the LLC a notice of the grounds and may also give public notice. If the LLC does not correct each ground, or show it does not exist, within 60 days after the notice is mailed, the director signs a decree of termination.
How do you reinstate a Hawaii LLC?
Application for Reinstatement (Form X-4, rev. 11/2025), filed with DCCA Business Registration Division. Attach all delinquent annual reports, a Department of Taxation certificate or other writing, and payment of all delinquent fees and penalties. A nonrefundable filing fee set by the state applies. For an LLC it must be signed by at least one manager (manager-managed) or at least one member (member-managed). Payment can be made by cash, check or credit card; the form is submitted to the BREG office (335 Merchant Street, Room 201, Honolulu / P.O. Box 40, Honolulu, HI 96810).
Where to file
Hawaii Department of Commerce and Consumer Affairs, Business Registration Division (the ‘director’ under HRS ch. 428)
Missed filings and fees
Yes. The application must contain all reports due and unfiled, and payment of all delinquent fees and penalties. Form X-4 says all delinquent annual reports must be filed with the application.
Is there a deadline to reinstate a Hawaii LLC?
Within two years after the effective date of termination.
After that
The statute provides no reinstatement after the two-year period. The terminated LLC continues only to wind up and ceases to exist when winding up is complete. Its last managers (or members, if not manager-managed) act as trustees to settle its affairs unless the circuit court appoints a trustee.
Do you need tax clearance in Hawaii?
Required
Yes. The application must include a certificate or other writing from the Hawaii Department of Taxation stating that all taxes owed have been paid, that a payment arrangement has been entered into, or that unpaid tax liabilities are being contested in an administrative or judicial appeal with the Department of Taxation.
What happens to the company name meanwhile?
The statute gives no reservation period. If, during the reinstatement period, another entity has registered or reserved the same or a substantially identical name, or it is registered as a trade name, trademark or service mark, the LLC may be reinstated only after it registers a new name by amendment.
What changes once it is fixed?
Reinstatement relates back to and takes effect as of the effective date of the administrative termination, and the LLC resumes its business as if the termination had never occurred. While terminated, the LLC may carry on only business needed to wind up. Its agent for service of process keeps its authority.
What changes for corporations in Hawaii?
Terminology differs: corporations are “administratively dissolved” by a “decree of dissolution” (HRS §§ 414-401 to 414-404), while LLCs are “administratively terminated”. Otherwise the rules are parallel: same four grounds (including failing to file the annual report for two years), same 60-day notice, same 2-year reinstatement window, same Form X-4 with delinquent reports, fees/penalties and a Department of Taxation certificate, and same name-conflict rule. Corporations are signed by a corporate officer. A corporation whose stated duration expired may extend it by amendment within two years (§ 414-402(f)).
What should you file first?
Start with the tax clearance: where Hawaii requires one, the reinstatement has to include it or wait for it. Then file, with the missed filings and fees described above.
Tax clearance
Required (Department of Taxation)
The filing
Form X-4, Application for Reinstatement
Where it goes
Hawaii Department of Commerce and Consumer Affairs, Business Registration Division (the ‘director’ under HRS ch. 428)
What does Hawaii ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization) | Articles of Organization for Limited Liability Company (Form LLC-1) | At formation | N/A |
| Annual business report | Annual Report, filed online through the Hawaii Business Express annuals service | By the last day of the calendar quarter in which your entity was registered — March 31, June 30, September 30 or December 31 — and it can be filed any time during that quarter | A late filing penalty applies, and continued failure puts your registration at risk |
| Change of registered agent (by entity) | Statement of Change of Registered Agent by Entity (Form X-7) | When the agent changes | N/A |
| Commercial registered agent listing | Commercial Registered Agent Listing Statement (Form X-11) | Before an agent can be named as a commercial registered agent in Hawaii | N/A |
From the same Hawaii record as the Hawaii registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Hawaii deadline in your calendar with the compliance calendar, or see what Hawaii requires of your registered agent.
Which Hawaii laws govern it?
HRS ch. 428 (Uniform Limited Liability Company Act): grounds § 428-809, procedure and effect § 428-810, reinstatement § 428-811, appeal from denial § 428-812 (circuit court, within 30 days after the denial notice is mailed). § 428-1202 is repealed and is not the reinstatement section.
Sources, checked September 2026:
- Hawaii State Legislature (HRS, data.capitol.hawaii.gov)— HRS §§ 428-809 to 428-812
- Hawaii State Legislature (HRS, data.capitol.hawaii.gov)— HRS § 428-810; DCCA Form X-4
- Hawaii State Legislature (HRS, data.capitol.hawaii.gov)— HRS §§ 428-809, 428-210(d)
- Hawaii State Legislature (HRS, data.capitol.hawaii.gov)— HRS § 428-810(a)-(b)
- Hawaii DCCA Business Registration Division— Form X-4 Application for Reinstatement and instructions
- Hawaii DCCA Business Registration Division— Form X-4
- Hawaii State Legislature (HRS, data.capitol.hawaii.gov)— HRS § 428-811(a)(4); Form X-4 item 5
- Hawaii State Legislature (HRS, data.capitol.hawaii.gov)— HRS § 428-811(a)(2)-(3); Form X-4 items 4 and 6
- Hawaii State Legislature (HRS, data.capitol.hawaii.gov)— HRS § 428-811(b)
- Hawaii State Legislature (HRS, data.capitol.hawaii.gov)— HRS § 428-811(a); Form X-4 instructions
- Hawaii State Legislature (HRS, data.capitol.hawaii.gov)— HRS §§ 428-810(c), (e), 428-811(a)
- Hawaii State Legislature (HRS, data.capitol.hawaii.gov)— HRS §§ 428-811(c), 428-810(c)-(d)
- Hawaii State Legislature (HRS, data.capitol.hawaii.gov)— HRS §§ 414-401, 414-402, 414-403
Checked against the Hawaii Department of Commerce and Consumer Affairs (DCCA), Business Registration Division (BREG) and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Hawaii
Behind on a Hawaii filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Hawaii Department of Commerce and Consumer Affairs, Business Registration Division, and state fees are confirmed with you before anything is filed.