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How to Form a Professional Corporation in Hawaii (2023 Guide)

Wed 19 July 2023 | -- (permalink)

Establishing a professional corporation in Hawaii can be a rewarding venture, enabling professionals to practice their expertise within a corporate framework. While the process may seem complex, following this comprehensive guide will ensure a smooth and successful incorporation of your professional practice. This guide summarizes the key steps and requirements to form a professional corporation in Hawaii, taking into account any changes that may have come into effect in 2023.

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Before we delve into the process, let's define what a professional corporation is. A professional corporation, sometimes referred to as a PC, is a legal entity formed by professionals, such as doctors, lawyers, accountants, and architects, to provide their services. By organizing as a professional corporation, these professionals can enjoy certain benefits, such as limited liability protection and tax advantages.

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Now, let us walk you through the steps involved in forming a professional corporation in Hawaii:

1. Choose a Professional Service for Your Corporation

The first crucial task is to determine the profession and legal service your corporation will provide. Hawaii law allows various professions to form professional corporations, including legal, accounting, architectural, engineering, and numerous healthcare professions. Make sure to comply with any licensing requirements specific to your profession.

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2. Select an Appropriate Name and Reserve It

Selecting a unique and distinctive name for your corporation is essential. The name should comply with Hawaii's naming requirements and should not be too similar to existing businesses. To ensure the availability of the chosen name, conduct a search on the Hawaii Business Name Search database. If the name is available, you can reserve it for 120 days by submitting the appropriate form and fee.

3. Prepare and File Articles of Incorporation

To officially form a professional corporation, you must prepare and file Articles of Incorporation with the Hawaii Department of Commerce and Consumer Affairs (DCCA). The articles must include essential information such as the corporation's name, purpose, principal office address, duration, and any other provisions required by your profession's governing body.

4. Appoint and Elect Directors

When forming a professional corporation, it is necessary to appoint directors who will oversee the corporation's affairs. The directors must meet specific eligibility requirements outlined in the Hawaii Business Corporation Act. A minimum of three directors is typically required unless the articles allow for a greater or lesser number. Conduct a formal meeting to elect the initial board of directors and document their appointment in the corporate records.

5. Draft and Adopt Corporate Bylaws

Alongside the Articles of Incorporation, drafting corporate bylaws is crucial to establish the internal regulations and governance structure of the professional corporation. The bylaws define how the corporation will be operated, the roles and responsibilities of directors and officers, procedures for holding meetings, and more. The bylaws should be adopted by the board of directors during their initial meeting.

6. Obtain Necessary Licenses and Permits

Certain professions may require additional licensing or permits to practice in Hawaii. For example, medical professionals must register with the Hawaii Medical Board, and attorneys need to be admitted to the Hawaii Bar Association. Ensure your respective profession's licensing requirements are met before commencing operations.

7. Comply with Hawaii Tax and Insurance Obligations

To ensure compliance with Hawaii's tax regulations, professionals forming a corporation should obtain several tax identification numbers (e.g., Employer Identification Number). Consult with a tax professional to understand your specific tax obligations and implications. Additionally, acquiring the appropriate insurance coverage, such as professional liability insurance, is crucial for protecting both the corporation and its shareholders from potential risks.

8. Register as an Employer and Comply with Employment Regulations

If you plan to hire employees for your professional corporation, you must register for an employer identification number (EIN) with the Internal Revenue Service (IRS) and register with the Hawaii Department of Labor and Industrial Relations. Comply with all employment regulations, including those related to minimum wage, worker's compensation, and employment nondiscrimination laws.

Conclusion

Forming a professional corporation in Hawaii requires careful adherence to specific steps and regulations to ensure compliance with the law. By following this comprehensive guide, you will be well-equipped to navigate the incorporation process smoothly. Remember to seek professional advice from an attorney or accountant if you encounter any uncertainties during the process. Establishing a professional corporation offers numerous advantages, enabling professionals to expand their reach and enhance their practice within a structured and protective environment in the beautiful state of Hawaii.

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