# Hawaii: benefit corporation guide
Reviewed 2026-10-11 · Compared form: Sustainable business corporation

Educational guide to selected statutes and agency guidance, not every court decision or a company-specific legal/tax opinion.

Balanced score: 75 / 100

## Comparison baseline
A small, active, private stock C corporation, after its first tax year, using the lowest capital/receipts/share-count tier, no taxable income or taxable alternative-minimum base, and ordinary online filings where available. It operates in the state being compared. Yearly costs include registry reports and the identified minimum state tax/license charge; multi-year charges are annualized. Variable income, receipts, sales, payroll and local taxes, agents and one-time formation costs are additional.

## Benefit company option
Usual rule: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

This state: General public benefit is mandatory; a charter may add specific public benefits.

Why it differs: Hawaii offers Sustainable business corporation.

### Benefit company option
Score: 20
Hawaii offers Sustainable business corporation. The benefit option receives the full form credit.
- [§420D-2](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0002.htm)
- [§420D-5](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0005.htm)

## Personal protections
Usual rule: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

This state: §414-222 permits ordinary director articles limitation. Later adoption requires two-thirds shares represented and entitled to vote, also constituting a majority of all shares entitled to vote; written proposal notice and state filing are required. Benefit-specific rule: Do not import another state’s company damages bar into Hawaii. Director/officer protections expressly depend on ordinary standards of conduct.

Why it differs: Hawaii keeps this ordinary shield limited to directors; the charter must elect the ordinary protection. Every sustainable business corporation needs an independent benefit director, including a small private company.

### Protection for board members
Score: 6
Hawaii has an identified director monetary-protection provision in the compared scope, which earns this credit. §414-222 permits ordinary director articles limitation. Later adoption requires two-thirds shares represented and entitled to vote, also constituting a majority of all shares entitled to vote; written proposal notice and state filing are required.
- [§414-222](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414/HRS_0414-0222.htm)

### Protection for company officers
Score: 0
Hawaii does not extend the scored ordinary charter shield to officers acting only as officers, so no officer credit is awarded. Separate indemnification or insurance may still matter.
- [§414-222](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414/HRS_0414-0222.htm)

### Protection without extra setup
Score: 0
Hawaii requires an elected charter provision for the scored ordinary protection; it gets no automatic-coverage credit. The clause must actually be put in the charter to help.
- [§414-222](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414/HRS_0414-0222.htm)

### Protection when a benefit goal is missed
Score: 0
Hawaii has no separately credited benefit-specific monetary shield for company. Do not import another state’s company damages bar into Hawaii. Director/officer protections expressly depend on ordinary standards of conduct.
- [§420D-6](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0006.htm)
- [§420D-8](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0008.htm)
- [§420D-10](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0010.htm)

### Board protection for benefit work
Score: 4
Hawaii earns the benefit-specific credit for directors. Do not import another state’s company damages bar into Hawaii. Director/officer protections expressly depend on ordinary standards of conduct.
- [§420D-6](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0006.htm)
- [§420D-8](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0008.htm)
- [§420D-10](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0010.htm)

### Officer protection for benefit work
Score: 4
Hawaii earns the benefit-specific credit for officers. Do not import another state’s company damages bar into Hawaii. Director/officer protections expressly depend on ordinary standards of conduct.
- [§420D-6](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0006.htm)
- [§420D-8](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0008.htm)
- [§420D-10](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0010.htm)

## Less paperwork
Usual rule: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

This state: Annual shareholder report and latest public report. A draft must receive 60 days of public comments; benefit director must formally answer all comments/questions in final report. Assessment rule: Independent, comprehensive and transparent third-party standard is required; the chapter does not require purchase of private certification.

Why it differs: Hawaii: Annual; Required outside framework; no separate state benefit-report filing. An additional benefit-director or approval step applies to this private-company scope.

### How often reports are needed
Score: 5
Hawaii: Annual. An annual report gets less ease-of-operation credit than a biennial report or no mandatory report because it must be prepared more often.
- [§420D-11](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0011.htm)

### Choice of impact framework
Score: 3
Hawaii: Required. Using an outside framework reduces flexibility credit but earns transparency credit.
- [§420D-12](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0012.htm)

### Extra reports sent to the state
Score: 4
Hawaii: No separate state benefit-report filing. No separate state submission earns the no-extra-filing credit. Preparing, sharing or publishing the report may still be required.
- [§420D-11](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0011.htm)

### Extra board or approval steps
Score: 0
Hawaii requires an additional benefit-director or report-approval procedure in this private-company scope, so it receives no no-extra-step credit. Directors shall consider shareholders and benefit accomplishment; they may consider workers, customers, community, environment and other listed interests. This is not mandatory consideration of every model-act stakeholder.
- [§420D-6](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0006.htm)
- [§420D-7](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0007.htm)
- [§420D-11](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0011.htm)

## Yearly state costs and taxes
Usual rule: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

This state: Registry reporting: $12.5 per year on an annualized basis. Minimum tax/license used here: $0. Fixed yearly baseline only, ordinary domestic C corporation. Variable GET on business receipts can be positive even with zero profit and is excluded from this figure; no annual GET-license renewal charge is included. The $20 registration fee is one-time.

Why it differs: Hawaii has a compared recurring floor of $12.5 per year, including $0 in identified minimum tax/license charges.

### Yearly filings plus minimum state taxes
Score: 15
Hawaii has a compared recurring floor of $12.5 per year, including $0 in identified minimum tax/license charges. Fixed yearly baseline only, ordinary domestic C corporation. Variable GET on business receipts can be positive even with zero profit and is excluded from this figure; no annual GET-license renewal charge is included. The $20 registration fee is one-time. Lower recurring floors earn more cost credit. Profit/receipts-based taxes and local charges are additional; this is not the whole tax bill.
- [Official annual-report announcement](https://www.cca.hawaii.gov/breg/release-second-quarter-hawai%CA%BBi-annual-business-reports-due/)
- [§420D-11](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0011.htm)
- [Official annual-report announcement](https://www.cca.hawaii.gov/breg/release-second-quarter-hawai%CA%BBi-annual-business-reports-due/)
- [2025 Form N-30 instructions pp1,5; who must file and ScheduleJ line15](https://files.hawaii.gov/tax/forms/current/n30ins.pdf)
- [General Excise Tax business tax overview](https://tax.hawaii.gov/get/)
- [Hawaii DOTAX, 2025 Form N-30 instructions: corporate brackets and capital gains](https://files.hawaii.gov/tax/forms/current/n30ins.pdf)
- [Hawaii DOTAX, General Excise Tax information: gross receipts, activity rates and nexus](https://tax.hawaii.gov/get/)
- [Hawaii DOTAX, licensing information: one-time $20 GET license](https://tax.hawaii.gov/geninfo/licensing/)

## Becoming a benefit company and changing back
Usual rule: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

This state: Becoming a benefit company: Two thirds of every class/series, including otherwise nonvoting shares. Most companies can exit by two-thirds class vote. A particular patent-purpose election creates a conditional permanent mission/status restriction. Changing back: Same minimum status vote, unless the patent-purpose permanent-status clause applies.

Why it differs: Hawaii entry uses Two thirds of every class/series, including otherwise nonvoting shares.; exit uses Same minimum status vote, unless the patent-purpose permanent-status clause applies.. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

### Ease of becoming a benefit company
Score: 6
Hawaii: becoming a benefit company requires Two thirds of every class/series, including otherwise nonvoting shares. Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain.
- [§420D-2](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0002.htm)
- [§420D-5](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0005.htm)

### Ease of changing status later
Score: 6
Hawaii: changing back requires Same minimum status vote, unless the patent-purpose permanent-status clause applies. Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain.
- [§420D-2](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0002.htm)
- [§420D-5](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0005.htm)

## Public transparency
Usual rule: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

This state: Directors shall consider shareholders and benefit accomplishment; they may consider workers, customers, community, environment and other listed interests. This is not mandatory consideration of every model-act stakeholder. Disclosure: Annual shareholder report and latest public report. A draft must receive 60 days of public comments; benefit director must formally answer all comments/questions in final report. Enforcement: §420D-10 permits shareholders/directors to enforce directly or derivatively. Ordinary derivative procedures still matter.

Why it differs: Hawaii requires public access to the report. Public commenters receive formal responses in the final annual report; names of 5% holders are disclosed. Most stakeholders are permissive considerations while shareholders and benefit purposes are mandatory.

### Reports the public can read
Score: 8
Hawaii requires report access for people outside the company, so it earns public-access credit. Annual shareholder report and latest public report. A draft must receive 60 days of public comments; benefit director must formally answer all comments/questions in final report.
- [§420D-11](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0011.htm)

### Regular updates on progress
Score: 6
Hawaii: Annual. Annual updates earn more transparency credit than biennial updates; no mandated report earns none.
- [§420D-11](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0011.htm)

### An outside impact framework
Score: 3
Hawaii: Required. Using an outside framework reduces flexibility credit but earns transparency credit.
- [§420D-12](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0012.htm)

### A duty to consider the mission
Score: 3
Hawaii makes a mission duty mandatory, so it earns this credit. Directors shall consider shareholders and benefit accomplishment; they may consider workers, customers, community, environment and other listed interests. This is not mandatory consideration of every model-act stakeholder.
- [§420D-6](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0006.htm)
- [§420D-7](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0007.htm)

## State taxes
Corporate income tax has marginal brackets of 4.4% up to $25,000, 5.4% from $25,000 to $100,000 and 6.4% above $100,000; a 4% capital-gain alternative can apply. Separately, GET taxes gross receipts even without profit: the agency currently lists 4.5% for most retail/services, including a 0.5% county surcharge, and 0.5% for qualifying wholesale/production activity.
No fixed annual minimum appears in the general corporate-income computation. GET is variable and may be due on low receipts despite an income-tax loss. The general GET license costs $20 once at registration, not annually.
Hawaii-source income, physical/economic nexus, allocation/apportionment and GET sourcing matter. Formation elsewhere does not remove taxes on Hawaii activities; the GET rate depends on activity and applicable county surcharge.

## Full reviewed legal topics

### purpose
General public benefit is mandatory; a charter may add specific public benefits.

### board
Directors shall consider shareholders and benefit accomplishment; they may consider workers, customers, community, environment and other listed interests. This is not mandatory consideration of every model-act stakeholder.

### standard
Independent, comprehensive and transparent third-party standard is required; the chapter does not require purchase of private certification.

### report
Annual shareholder report and latest public report. A draft must receive 60 days of public comments; benefit director must formally answer all comments/questions in final report.

### enforcement
§420D-10 permits shareholders/directors to enforce directly or derivatively. Ordinary derivative procedures still matter.

### benefitLiability
Do not import another state’s company damages bar into Hawaii. Director/officer protections expressly depend on ordinary standards of conduct.

### ordinaryExculpation
§414-222 permits ordinary director articles limitation. Later adoption requires two-thirds shares represented and entitled to vote, also constituting a majority of all shares entitled to vote; written proposal notice and state filing are required.

### statusChange
Most companies can exit by two-thirds class vote. A particular patent-purpose election creates a conditional permanent mission/status restriction.

## Costs and conditions

### regularReport
Published online annual domestic stock-corporation report rate; electronic rate used for registry-cost comparison.

### benefitReport
Current chapter does not require separate state benefit-report filing.

### minimumTax
No fixed minimum appears in the general Form N-30 corporate-income calculation: tax depends on Hawaii taxable income (4.4%,5.4%,6.4% marginal brackets; capital-gain alternative). Filing generally follows Hawaii-source income, with an additional domestic-corporation outside-income rule. This excludes gross-receipts GET, other taxes and S-corporation/PTE elections.

## Conversion route
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Most companies can exit by two-thirds class vote. A particular patent-purpose election creates a conditional permanent mission/status restriction.

## Important distinctions
- Every sustainable business corporation needs an independent benefit director, including a small private company.
- Public commenters receive formal responses in the final annual report; names of 5% holders are disclosed.
- Most stakeholders are permissive considerations while shareholders and benefit purposes are mandatory.
- Conditional permanent patent-purpose rule is relevant to technology/IP businesses.

## Source qualifications


## All reviewed official/primary links
- [§420D-2](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0002.htm)
- [§420D-5](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0005.htm)
- [§420D-6](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0006.htm)
- [§420D-7](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0007.htm)
- [§420D-8](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0008.htm)
- [§420D-10](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0010.htm)
- [§420D-11](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0011.htm)
- [§420D-12](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0420D/HRS_0420D-0012.htm)
- [§414-222](https://data.capitol.hawaii.gov/hrscurrent/Vol08_Ch0401-0429/HRS0414/HRS_0414-0222.htm)
- [Official annual-report announcement](https://www.cca.hawaii.gov/breg/release-second-quarter-hawai%CA%BBi-annual-business-reports-due/)
- [2025 Form N-30 instructions pp1,5; who must file and ScheduleJ line15](https://files.hawaii.gov/tax/forms/current/n30ins.pdf)
- [General Excise Tax business tax overview](https://tax.hawaii.gov/get/)
- [Hawaii DOTAX, 2025 Form N-30 instructions: corporate brackets and capital gains](https://files.hawaii.gov/tax/forms/current/n30ins.pdf)
- [Hawaii DOTAX, General Excise Tax information: gross receipts, activity rates and nexus](https://tax.hawaii.gov/get/)
- [Hawaii DOTAX, licensing information: one-time $20 GET license](https://tax.hawaii.gov/geninfo/licensing/)