How to Reinstate an LLC in Hawaii: The Name Gets No Protection for Two Years

Updated August 24, 2026. Quick answer: Hawaii calls this administrative termination, not dissolution, and its clock is forgiving on one end and exposed on the other. The director cannot start a termination proceeding until an LLC has skipped its annual report for two full years, longer than most states allow before the first warning. Once terminated, though, the company gets only two years to apply for reinstatement, and for that entire window Hawaii gives the name no protection at all: any corporation, partnership, LLC, trade name, trademark, or service mark can claim it first, forcing a rename as the price of coming back. The report clock and the name clock are not separate: they run together, and neither pauses for the other.

Two years of silence before Hawaii even starts the clock

The director of the Department of Commerce and Consumer Affairs can commence an administrative termination proceeding under HRS 428-809 on any of four grounds: unpaid statutory fees, a two-year lapse in filing the annual report, no registered agent, or an unreported registered-agent change.

“The director may commence a proceeding to terminate a limited liability company administratively if the company fails to: (1) Pay any fees prescribed by law; (2) File its annual report for a period of two years pursuant to section 428-210;”

HRS 428-809

That two-year figure for the annual report is the one constant across every version of this section this page could find, old and current alike: Hawaii does not treat one missed report as a crisis. Most states start the clock at one year or even one missed filing. The other two grounds in the current text, no registered agent, and no filed statement of a registered-agent change, do not carry their own stated grace period the way the annual-report ground does; the director simply needs to find the condition exists before starting the 60-day notice process covered next.

The 60-day notice and the decree of termination

Reaching the two-year (or fee, or agent) threshold does not terminate the company by itself. The director must mail notice, and the company has 60 days to fix it or show the ground does not exist.

“If the limited liability company does not correct each ground for termination or demonstrate to the reasonable satisfaction of the director that each ground determined by the director does not exist within sixty days after mailing of the notice of intention to terminate the limited liability company, the director shall administratively terminate the company by signing a decree of termination that recites the ground or grounds for termination and its effective date.”

HRS 428-810(b)

The decree’s effective date is what starts the two-year reinstatement clock covered next. Before that decree, the director may also give public notice of the intent to terminate, on top of the mailed notice to the company itself. And termination is not the same as the company vanishing outright: it continues to exist temporarily to wind up its affairs, and any manager, member, or creditor can petition the circuit court to appoint a trustee to settle those affairs. Until a trustee is appointed, the company’s last managers (or, if it was not manager-managed, its last members) act as trustees for creditors and members in the meantime.

Two years to apply for reinstatement

HRS 428-811 is the reinstatement section, and its opening sentence sets the deadline in plain terms.

“A limited liability company administratively terminated under section 428-810 may apply to the director for reinstatement within two years after the effective date of termination.”

HRS 428-811(a)

When reinstatement is granted within that window, the law treats the gap as if it never happened:

“When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative termination and the limited liability company resumes carrying on its business as if the administrative termination had never occurred.”

HRS 428-811(c)

The trap: no name protection at all

This is the finding the rest of the page is built around. Hawaii does not reserve a terminated LLC’s name for any period, let alone the full two years it allows for reinstatement.

“Within the applicable reinstatement period, should the name of the limited liability company or a name substantially identical thereto be registered or reserved by another corporation, partnership, limited partnership, limited liability company, or limited liability partnership, or should the name or a name substantially identical thereto be registered as a trade name, trademark, or service mark, then reinstatement shall be allowed only upon the registration of a new name by the administratively terminated company pursuant to the amendment provisions of this chapter.”

HRS 428-811(b)

Note the breadth of what can take the name: not just another LLC, but a corporation, a partnership, a limited partnership, an LLP, a registered trade name, a trademark, or a service mark. Reinstatement is still available if that happens: the statute does not forfeit the company’s right to come back, but it comes back under a different name, filed under the chapter’s amendment provisions.

Appeal from denial: 30 days to circuit court

Reinstatement is not automatic even once the paperwork and payments are in order: the director has to be satisfied the application meets every requirement, that the name (or the new name filed to replace it) satisfies the naming rule, and that the delinquent reports and fees are actually resolved. If the director denies reinstatement, the company is not stuck. It can go to court, but the window is short.

“The company may appeal the denial of reinstatement to the circuit court within thirty days after the mailing of notification of the denial.”

HRS 428-812(b)

The appeal is filed by petitioning the court to set aside the termination, attaching the director’s decree, the reinstatement application, and the notice of denial. The court can summarily order reinstatement or take other action it considers appropriate.

What the application must contain

The reinstatement application must recite the company’s name and the effective date of its termination, state that all delinquent annual reports have been filed and delinquent fees and penalties paid, and include a tax clearance certificate or similar document from the director of taxation confirming taxes owed have been paid, arranged for payment, or are under a pending administrative or judicial appeal.

• All delinquent annual reports must be filed.
• All delinquent fees and penalties must be paid.
• A certificate or writing from the director of taxation must confirm the company’s tax status.
• If the name has been taken, articles of amendment changing the name must be filed as part of the application.

This page could not confirm the current dollar filing fee for reinstatement. DCCA’s own reinstatement form (Form X-4) was fetched as a PDF, but its text could not be extracted, so the fee printed on the form itself could not be read. That figure should be confirmed directly with DCCA before filing.

The two-year figures worth keeping straight are different clocks measuring different things: two years of an unfiled annual report before the director can even start a termination proceeding, and then a separate two years after the termination decree to apply for reinstatement. Nothing links them beyond both being set at two years by the same chapter: an LLC that skirts close to the first deadline gets no extra cushion on the second.

What this page does not do

• It does not state Hawaii’s current dollar reinstatement fee. DCCA Form X-4 was fetched as a PDF this session, but the tool environment had no PDF-to-text converter installed, so its printed fee could not be read; the statute sets no fee figure itself.
• It does not confirm HRS 428-809’s full current grounds list against an official (rather than mirror) source. capitol.hawaii.gov’s current-law pages returned HTTP 403 this session; law.onecle.com, an acceptable mirror, was used instead and shows text current through 2012 session-law amendments.
• It is not legal advice.

Related: Dissolve an LLC in Hawaii and LLC cost in Hawaii. On the same reinstatement question elsewhere, see reinstating in California and Washington.

Sources

Every statement of law on this page is quoted from the text below, as read on August 24, 2026. Each row links the document it was read from.

General consumer information, not financial, tax or legal advice. State rules are as published by the cited source on 2026-08-24 and change; your own facts govern, and a reinstatement question with money on it is one to put to a lawyer or accountant in that state.