How to Dissolve an LLC in Hawaii: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Start with your operating agreement. It is the document that controls how a Hawaii LLC decides to wind down, and it usually states whether dissolution needs unanimous member consent, a majority of membership interests, or manager approval. Follow the threshold it names exactly. If your operating agreement is silent on dissolution, get written consent from every member rather than guessing at a lower threshold, because a member who never agreed can later dispute the distributions. Record the decision in a signed written resolution that names the LLC, the date of the vote, the members who voted in favor, and the intended effective date of dissolution.

   Pro tip: Sign the resolution before you do anything else. Form LLC-11 asks you to certify that the business has been wound up, and a dated resolution is what establishes when the winding-up period legitimately began.
2. 2

   File the Articles of Termination (Form LLC-11) with the DCCA Business Registration Division

   Hawaii does not have a Secretary of State. Business filings go to the Business Registration Division of the Department of Commerce and Consumer Affairs (DCCA). The document that ends a Hawaii LLC is the Articles of Termination for a Limited Liability Company, Form LLC-11, filed under HRS section 428-805. The nonrefundable filing fee is $25, and the DCCA does not accept personal or business checks for it. The form is at https://cca.hawaii.gov/wp-content/uploads/2026/05/form_llc-11.pdf, and you can also file online through Hawaii Business Express at hbe.dcca.hawaii.gov. That is the current host; the old hbe.ehawaii.gov address has been retired. Expedited handling is no longer offered: the DCCA withdrew it at the July 6, 2026 portal cutover, so every filing now goes through standard processing. Standard processing time is not published on a primary source, so treat any specific turnaround you see quoted elsewhere with caution.

   Pro tip: The Business Registration Division moved to a new online portal in July 2026 and has said to expect processing delays through the transition. Because there is no longer an expedite to buy, filing early is the only lever you have if you are working to a hard deadline such as a lease expiry or a closing date.
3. 3

   Notify Creditors and Settle Debts

   Form LLC-11 asks you to certify that the LLC's debts and liabilities have been paid or adequately provided for, that remaining assets have been distributed to members, and that no suits are pending against the LLC or that adequate provision has been made for them. That certification is the reason creditor work comes before the filing, not after. Hawaii gives you two separate mechanisms. For known claimants, HRS section 428-807 lets you deliver written notice that sets a claim deadline of not less than 120 days after the notice is received, which is the 120-day notice period the statute names. For other and unknown claims, HRS section 428-808 bars a claim unless a proceeding is commenced within two years after the later of the last publication date or the date the Articles of Termination are filed.

   Pro tip: Send known-claimant notices by certified mail with return receipt. The statutory clock runs from when the notice is received, so the delivery receipt, not your postmark, is the date you will need to prove.
4. 4

   Close Hawaii State Tax Accounts

   Hawaii does not require a tax clearance certificate to terminate an LLC. Nothing about your tax accounts gates the Form LLC-11 filing, and you should not let anyone sell you a clearance certificate as a precondition of dissolving. What you do still owe is the ordinary closing work. File final returns for every Hawaii tax your LLC was registered for with the Department of Taxation, pay the balances shown, and close each registered tax account so the state stops expecting future returns. Do the same for any county-level obligations tied to the business. A closed account is what stops delinquency notices from arriving at an address the LLC no longer occupies.

   Pro tip: Mark each final return as a final return when you file it. An unclosed account that keeps generating estimated assessments is the single most common reason a Hawaii owner hears from the Department of Taxation years after the business ended.
5. 5

   Deactivate Your EIN with the IRS

   The IRS cannot cancel an EIN, but it can deactivate it once any outstanding returns are filed and taxes owed are paid. See the FAQ below for the letter and mailing addresses. Also file your final federal return, Form 1065 for a multi-member LLC taxed as a partnership, Form 1120-S for an LLC taxed as an S corporation, or Form 1120 for one taxed as a C corporation, and check the final return box. A single-member LLC that never elected corporate treatment reports the wind-down on the owner's return.

   Pro tip: File the final federal return before or alongside the deactivation letter.
6. 6

   Distribute Remaining Assets to Members

   The order is not optional. Creditors are paid or provided for first, then whatever remains goes to members. Distributing to yourself before settling debts is how members lose the liability shield they formed the LLC to get, and Form LLC-11 asks you to certify that the creditor side is finished. Once debts are handled, distribute the remainder according to your operating agreement. If the agreement does not address final distributions, members typically take in proportion to their ownership interests. Return capital contributions and split the balance as the agreement directs. Value non-cash assets at fair market value on the distribution date and record that value in writing.

   Pro tip: Keep a reserve until the known-claimant deadlines you set have run. Money you have already distributed is money you may have to claw back from members if a legitimate claim arrives before the window closes.
7. 7

   Confirm Dissolution is Complete

   Your LLC is terminated when the DCCA files the Articles of Termination, not when you mail them. Search your entity in the DCCA Business Registration Division's public business name search and confirm the record reflects the termination and shows the filing date. If you filed through Hawaii Business Express at hbe.dcca.hawaii.gov, the confirmation in your account is your receipt. Because processing time is not published, the division moved to a new portal in July 2026, and there is no expedite to fall back on, check the record again a few weeks after filing rather than assuming silence means success. Keep the filed Form LLC-11 and its confirmation, the dissolution resolution, the creditor notices and delivery receipts, the final Hawaii and federal returns, and your distribution records.

   Pro tip: Order a certified copy of the filed Articles of Termination. Banks, landlords, and payment processors closing out an account will accept a certified copy when a screenshot of the online record is not enough.

Winding-Up Checklist

• Cancel all Hawaii business licenses and permits

  Contact each agency that issued a license, professional registration, or county permit and cancel it in writing with an effective date. Terminating the LLC with the DCCA does not touch licenses held under separate registrations.

• Close business bank accounts

  Keep one account open until the last creditor payment clears and final distributions are made, then close it and download the complete statement history first. Banks purge access quickly once an account is closed.

• Cancel business insurance policies

  Give your carrier the termination date in writing so coverage ends cleanly and any unearned premium is refunded. Ask whether a claims-made policy needs tail coverage before you cancel it.

• Notify vendors, suppliers, and customers in writing

  Send dated written notice explaining when the business stops operating and how final invoices, deliveries, and refunds will be handled. This doubles as your record of notice to any of them who is also a known creditor.

• File final payroll tax returns and W-2s (if you had employees)

  File the final federal and Hawaii payroll returns, deposit the remaining withholding, and issue W-2s to employees plus the transmittal copies. Payroll trust fund taxes can be assessed against responsible individuals personally, so leave nothing unpaid.

• Retain business records per Hawaii retention requirements

  Keep the filed Form LLC-11, the dissolution resolution, creditor notices, tax returns, and distribution records for at least seven years. Unknown claims can be brought for up to two years after the termination filing, so the early years of that file matter most.