Hawaii: LLC Registered-Agent and Registered-Office Requirements

Requirements one by one

Governing law and terminology

Chapter 428 is the Hawaii Uniform Limited Liability Company Act. Its agent
rules incorporate chapter 425R, the Uniform Registered Agents Act. Both use
the term registered agent. Hawaii requires an in-state agent business
address, not a second location separately called a registered office.

Continuous designation duty

Haw. Rev. Stat. § 428-107 requires a domestic LLC to continuously maintain a
registered agent in Hawaii. Section 428-203(a)(2) makes the information required
by § 425R-4(a) part of the articles of organization.

The current DCCA LLC-1 repeats the continuing duty and requires the organizer to
identify the agent and the Hawaii place-of-business street address where
process, notices, and documents may be delivered.

Eligible individual

An individual agent must reside in Hawaii and have a business address in the
state. The cited statutes state no separate minimum age, citizenship,
professional-license, or numbered daily-availability condition.

A member, manager, owner, or employee may serve personally only if the
individual independently satisfies the Hawaii-residency and address rules.

Eligible entity and self-service

Section 428-107 permits a domestic entity authorized to transact business in
Hawaii or a foreign entity authorized to transact business there. A person in
the commercial-agent business may file a § 425R-5 listing, but commercial-agent
status is not required for every entity agent; § 425R-4 also recognizes a named
noncommercial entity.

The current DCCA instructions expressly say the LLC cannot be its own registered
agent as an entity. That does not prevent a qualifying Hawaii-resident member or
manager from being named as an individual. Chapter 425R also permits the filing
to state an office or position within the LLC when service goes to the person
holding it and the designation comports with § 428-110. For an LLC, that service
section expressly identifies the manager in a manager-managed company and a
member in a member-managed company. The current preprinted LLC-1 implements only
the individual/entity routes.

Registered office, address, and hours

When chapter 425R requires an address, § 425R-3 requires an actual Hawaii street
address or rural-route box number. The current LLC-1 asks for the complete
street address of the agent's Hawaii place of business. A P.O. box alone does
not satisfy that statutory address rule.

The cited law states no separate registered-office duty, no requirement that
the agent address match the principal office, and no fixed business-hours
window. The agent address may be the same location as another company address
when each field independently meets its rule.

Consent and initial filing

The organizer-signed articles provide the information required by § 425R-4(a).
Under § 425R-4(b), naming a commercial or noncommercial agent is the LLC's
affirmation that the agent consented to serve. The separate office-or-position
route does not name one agent whose consent is affirmed by that subsection.

Neither the current statute nor LLC-1 requires a separate initial agent-
acceptance form or agent signature. The organizer instead signs and certifies
the articles.

Change, resignation, and replacement

Under § 425R-7, the LLC changes its agent information through a certified,
entity-signed statement. A new appointment affirms consent and the statement
takes effect on filing. A noncommercial agent that changes its own name or
address files for each represented entity under § 425R-8; that filing also
takes effect on filing, and the agent promptly gives the LLC recorded notice.

Under § 425R-10, resignation takes effect on the earlier of the 31st day after
filing or the appointment of a new registered agent. The resigning agent must
promptly furnish the LLC recorded notice of the filing date. A commercial
agent's termination of its commercial listing follows a separate day-31 rule
and prompt notice to every represented entity under § 425R-6.

Agent duties and service

Haw. Rev. Stat. § 425R-11 limits a compliant agent's chapter duties to forwarding served
process, notices, and demands to the latest company-supplied address; giving
the notices chapter 425R requires; and keeping the applicable noncommercial
filing or commercial listing current. It states no numbered forwarding period.

Section 428-110 permits service on the agent, a manager of a manager-managed
LLC, or a member of a member-managed LLC. If none can be found, a person in
charge of the company's property, business, or office within the jurisdiction
may receive service.

Lapse consequences and fallback service

If no manager, member, or person in charge can be found in Hawaii and the LLC
has no filed agent or the named agent cannot be found in the state,
§ 428-110(b) permits registered or certified mail, return receipt requested, to
the principal office. Service is perfected at the earliest of company receipt,
the date on a return receipt signed for the company, or five days after a
correctly addressed, postage-paid mailing. Other lawful service routes remain
available.

Failure to appoint and maintain the agent, or to file an agent name or business-
address change, is an administrative-termination ground under § 428-809. The
director must mail notice before termination; § 428-810 gives the LLC 60 days
after mailing to correct or disprove every ground. If it does not, the director
administratively terminates the LLC, which then may carry on only temporary
winding-up and liquidation activity.

What trips people up

Consent exists without a separate acceptance form. The appointment itself
is the LLC's statutory affirmation that the named agent consented. The current
formation form therefore needs only the organizer's execution.

The address rule is broader than “street only” in one respect. Section
425R-3 allows either an actual street address or a rural-route box number, but
not an ordinary P.O. box standing alone.

The fallback is direct mail, not Secretary-of-State service. When the
private recipients cannot be found and the agent designation is absent or
ineffective, § 428-110 sends registered or certified mail to the LLC's principal
office.

Common questions

Can the LLC serve as its own entity agent? No under the current DCCA
instructions. A member or manager may instead serve as a resident individual,
or the articles may use chapter 425R's compliant office-or-position route. The
current preprinted LLC-1 shows only the named individual/entity choices.

When does an agent's resignation become effective? On the earlier of a new
agent's appointment or the 31st day after the resignation statement is filed.

Does losing the agent immediately terminate the LLC? No. The lapse is a
statutory ground for an administrative-termination proceeding, but the director
first mails notice and the LLC receives 60 days to cure or disprove the ground.

Statutes and sources

• Haw. Rev. Stat. §§ 428-107 to -110 — continuous agent duty,
  qualifications, incorporated change/resignation rules, and service routes.
  https://www.capitol.hawaii.gov/hrscurrent/vol08_Ch0401-0429/hrs0428/HRS_0428-0107.htm
  (accessed 2026-07-27)
• Haw. Rev. Stat. §§ 425R-3 to -11 — address, consent, commercial listing,
  company and agent changes, resignation, and agent duties.
  https://www.capitol.hawaii.gov/hrscurrent/vol08_Ch0401-0429/hrs0425R/HRS_0425R-0003.htm
  (accessed 2026-07-27)
• Haw. Rev. Stat. §§ 428-203 and 428-809 to -810 — formation agent field
  and the notice-plus-60-day administrative-termination track.
  https://www.capitol.hawaii.gov/hrscurrent/vol08_Ch0401-0429/hrs0428/HRS_0428-0203.htm
  (accessed 2026-07-27)
• Hawaii DCCA, Form LLC-1 and instructions — current formation fields,
  street-address implementation, self-agent instruction, and organizer
  execution.
  https://files.hawaii.gov/dcca/breg/registration/forms/llc-1-instr.pdf
  (accessed 2026-07-27)