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Hawaii LLP Instructions to Apply Form

In case of wanting to create a limited liability partnership in the State of Hawaii, you have to follow the required instructions. The following form has instructions regarding the process that can be used as a reference. 

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WWW.	BUSINESS	REGISTRATIONS.COM	           FORM LP-1-INSTR 	
7/2010	 	
STATE OF HAWAII 
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS 
Business Registration Division 
335 Merchant Street 
Mailing Address:  P.O. Box 40, Honolulu, Hawaii 96810 
Phone No. (808) 586-2727 	
 	
INSTRUCTIONS FOR PREPARING AND FILING THE 
CERTIFICATE OF LIMITED PARTNERSHIP 	
 (Section 425E-201, Hawaii Revised Statutes) 
 	
"Limited partnership"	 means an entity, having one or more general partners and one or more limited partners, which is formed 
under Chapter 425E, Hawaii Revised Statutes, by two or more persons.  All general partners are liable jointly and severally for 
all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. 
 
"Limited liability limited partnership"	
 means a limited partnership whose certificate of limited partnership states that the limited 
partnership is a limited liability limited partnership.  An obligation of a limited partnership incurred while the limited partnership is 
a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited 
partnership. A general partner shall not be personally liable, directly or indirectly, by way of contribution or otherwise, for such an 
obligation solely by reason of being or acting as a general partner. This applies despite anything inconsistent in the partnership 
agreement that existed immediately before the general partners of a limited partnership consented to become a limited liability 
limited partnership. 
 
Certificate of Limited Partnership	
 
 
Instructions:  Certificate must be typewritten or printed in black ink, and must be legible.  If additional space is required, use 
an attachment.  Attachment must be typewritten or printed in black ink on 8-1/2 x 11 white, bond paper, printed only on one side.  
All signatures must be in black ink.  Submit original certificate together with the appropriate fee.  The limited partnership is 
formed effective on the date of filing of the Certificate of Limited Partnership in compliance with Section 425E-201, Hawaii 
Revised Statutes. 
 
The certificate must be signed and certified by at least one general partner.  If partner is a corporation, a corporate officer must 
sign on behalf of the corporation.  If partner is another partnership, a general partner must sign on behalf of the other 
partnership.  If partner is a LLC, must be signed by a manager of a manager-managed company or by a member of a member-
managed company.  If partner is a LLP, must be signed by a partner. 
 
Line 1.    Check whether the partnership is a “limited partnership” or a “limited liability limited partnership”. 
 
Line 2.    State the full name of the partnership. 
    A limited partnership name must contain the phrase Limited Partnership or the abbreviation LP or L.P. 
  A limited liability partnership name must contain the phrase Limited Liability Limited Partnership or the 
abbreviation LLLP or L.L.L.P. 
 
Line 3.    State the mailing address of the partnership’s initial principal office. 
 
Line 4.    Each partnership is required to continuously maintain a registered office in the State of Hawaii at which 
the records of the partnership will be kept.   (Sec. 425E-111, HRS) 
 
Line 5.    State the name of the partnership’s registered agent and the complete street address (including number,  
street, city, state, and zip code) in the State of Hawaii.  The agent may be either an individual who resides in 
this State, a domestic entity, or a foreign entity authorized to transact business in the State of Hawaii, whose 
place of business is an address in this State to which service of process and other notice and documents 
being served on or sent to the entity represented by it may be delivered. If the agent is an entity, list the state 
or country in which it was incorporated, formed or organized.    
 
Line 6.  State the name(s) and complete address(es) (including city, state, and zip code) of all general partner(s).  
There must be at least one general partner. 
 
Filing Fees:  Filing fee ($25.00) is not refundable.  Make checks payable to DEPARTMENT OF COMMERCE  
         AND CONSUMER AFFAIRS.  Dishonored Check Fee $25.00. 
 	
For any questions call (808) 586-2727.   Neighbor islands may call the following numbers followed by 6-2727 and the # sign: 
Kauai  274-3141;  Maui 984-2400;  Hawaii 974-4000, Lanai & Molokai 1-800-468-4644 (toll free). 
Fax:  (808) 586-2733  Email Address:  breg@dcca.hawaii.gov 
 
NOTICE:  THIS MATERIAL CAN BE MADE AVAILABLE FOR INDIVIDUALS WITH SPECIAL NEEDS.  PLEASE CALL THE 
DIVISION SECRETARY, BUSINESS REGISTRATION DIVISION, DCCA, AT 586-2744, TO SUBMIT YOUR REQUEST.	
  	
ALL BUSINESS REGISTRATION FILINGS ARE OPEN TO PUBLIC INSPECTION.  (SECTION 92F-11, HRS)
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