What Directors and Officers (D&O) Insurance Requirements Apply in Hawaii?

Hawaii requires shareholder approval for certain articles amendments that limit director liability: the measure must receive two-thirds of shares represented and entitled to vote, and also a majority of all shares entitled to vote. These are Hawaii business-corporation rules; identify each insured entity’s legal form and incorporation state before assuming they govern.

What Is D&O Insurance?

D&O insurance can help pay covered defense costs and losses from claims against company leaders over management decisions. If your organization has a board or executives, check whether the company itself is insured and whether legal bills reduce the limit. Read the national Directors and officers guide.

What Should You Watch for With D&O Insurance in Hawaii?

A Charter Amendment Needs a Shareholder Vote
Under HRS § 414-222(a)(2), a limitation adopted by amending the articles requires both a two-thirds vote of shares represented and entitled to vote and a majority of all shares entitled to vote. Ask for the vote record and filed amendment. ¹
The Statute Lists Claims the Clause Cannot Remove
The articles cannot eliminate liability for an improper financial benefit, intentional harm, unlawful distributions, or intentional criminal violations. Have the broker compare these exposures with the policy’s covered-loss terms. ¹
Criminal Indemnity Has Its Own Test
HRS § 414-242 requires no reasonable cause to believe conduct unlawful in a criminal proceeding; official-capacity acts must be reasonably believed in the corporation’s best interests. Do not treat a charter limitation as a substitute for indemnification or insurance. ²

Which D&O Insurance Providers Have Hawaii License Records?

These providers publish a national listing for Directors and officers; the license records below name the licensed entities and roles. Some records rely on company-reported information rather than independent regulator verification. A national listing does not confirm the product is available in Hawaii. Check the regulator’s license lookup and confirm state availability for your business when requesting a quote.

Coalition
Insurance producer, Surplus-lines broker · checked 2026-09-28
Coalition Insurance Solutions, Inc.
Coalition’s license page lists producer and surplus-lines licenses for Coalition Insurance Solutions, Inc. in all 50 states and the District of Columbia. The page separately lists insurers; this record covers the brokerage entity only. ⁹
Coalition offers directors and officers liability through its executive-risks product for private and nonprofit US organizations.
Corgi
Insurance producer · checked 2026-09-28
Corgi Insurance Services, Inc.
Corgi’s company producer-license table lists 50 jurisdictions: 49 states and the District of Columbia, including DC license 3003091619. New Mexico does not appear in the table and is not included here; the omission does not establish that Corgi is unlicensed there. The company-reported table has no stated as-of date and does not establish product availability. ¹⁰
Corgi lists directors and officers insurance among its business insurance offerings.
TechInsurance
Insurance producer · checked 2026-09-28
Specialty Program Group LLC
TechInsurance’s current licensing page names Specialty Program Group LLC / SPG Insurance Solutions and lists state license numbers, but labels Rhode Island “Individual licenses” rather than identifying a license for the named agency. RI is omitted because this disclosure does not establish agency authority there; this is a search limitation, not an assertion that the company is unlicensed. The remaining state entries are company-reported and are not an insurance product availability map. ¹³
TechInsurance arranges directors and officers liability insurance for small businesses.
Vouch
Insurance producer, Surplus-lines broker · checked 2026-09-28
Vouch Specialty Insurance Services, LLC
Vouch’s licenses page, effective January 16, 2025, lists producer licenses in all 50 states and DC. Its separate surplus-lines table includes Idaho number 870820, while a footnote says Georgia and Idaho do not issue agency-level surplus-lines licenses. Because those statements conflict for Idaho, this record keeps Idaho producer-only and does not treat the table number as established agency surplus-lines authority. The page is company-reported and does not establish product availability. ¹⁴
Vouch lists directors and officers insurance in its technology-company programs.

Who Regulates Insurance in Hawaii?

Hawaiʻi Insurance Division

The Insurance Division oversees insurance companies and producers, examines Hawaiʻi-based insurers, reviews rate and policy filings, and investigates insurance complaints. It is part of the Department of Commerce and Consumer Affairs. ^3,^4,⁵

Website: Regulator website
License lookup: Search licensed producers
Complaints: File a complaint
Phone: 1-844-808-3222

Surplus-Lines Tax and Stamping Office in Hawaii

Reported tax rate. 4.68% of premium when Hawaiʻi is the home state ^6,⁷

Hawaiʻi applies a 4.68% tax when it is the insured’s home state. Surplus-lines coverage is placed with an unauthorized insurer, so do not assume the Hawaiʻi Insurance Guaranty Association protects the policy; confirm the insurer’s status and policy terms with your broker.

What Should You Ask Before Buying D&O Insurance in Hawaii?

Was the shareholder vote for our Hawaii exculpation amendment sufficient under both statutory thresholds?
Does the policy respond to a criminal proceeding where the company cannot indemnify the leader?
How does the policy address the statutory exceptions for improper benefit, unlawful distributions, and intentional harm?

D&O Insurance in Hawaii: Frequently Asked Questions

What vote does Hawaii require to limit director liability by articles amendment?

Two thresholds apply: two-thirds of shares represented at the meeting and entitled to vote, and a majority of all shares entitled to vote. The corporation must also give written notice and submit the adopted amendment as § 414-222 provides. ¹

When may a Hawaii corporation indemnify a director?

Generally, official-capacity conduct must be in good faith and reasonably believed to serve the corporation’s best interests; other conduct must be at least not opposed to those interests. Criminal proceedings also require no reasonable cause to believe the conduct unlawful, and derivative indemnity is limited by statutory exceptions. ²

Sources for D&O Insurance in Hawaii

1
Hawaii Revised Statutes § 414-222. Hawaii State Legislature; § 414-222(a)–(c), shareholder vote and liability exceptions. Accessed 2026-09-28.
2
Hawaii Revised Statutes § 414-242. Hawaii State Legislature; § 414-242(a), (d), permissible indemnification standard and limits. Accessed 2026-09-28.
3
Insurance Division. Hawaiʻi Department of Commerce and Consumer Affairs; Official division homepage; scope, license search, complaints, contact information. Accessed 2026-09-28.
4
Insurance Licenses and Registrations. Hawaiʻi Insurance Division; Insurance license information; links to state-based system for license applications and status. Accessed 2026-09-28.
5
Filing a Complaint. Hawaiʻi Insurance Division; Online complaint form and published consumer phone. Accessed 2026-09-28.
6
Surplus Lines Tax. Hawaiʻi Insurance Division; 4.68% rate and home-state application under HRS § 431:8-315. Accessed 2026-09-28.
7
HRS § 431:16-105: Definitions. Hawaiʻi Legislature; Defines a member insurer as an insurer licensed or holding a certificate of authority in Hawaiʻi; cross-read with HRS § 431:8-102 and § 431:8-301 for unauthorized surplus-lines placements. Accessed 2026-09-28.
8
Licenses. At-Bay; Current producer introduction and state table; At-Bay Insurance Services LLC; P&C and surplus-lines identifiers. Accessed 2026-09-21.
9
Licenses and Carriers. Coalition; Licenses and Carriers, re-read 22 September 2026: Insurance Licenses table for Coalition Insurance Solutions, Inc., national producer number 18419475, with producer and surplus-lines numbers for all 50 states and DC including California 0L76155, Georgia 196479, Texas 2199630 and 2205589, Pennsylvania 815731 and 817452, Colorado 539028 and Wisconsin 3000108852. Insurance Carriers table naming, with NAIC numbers, Allianz Underwriters Insurance Company 36420, Arch Specialty Insurance Company 21199, Ascot Specialty Insurance Company 45055, Ascot Insurance Company 23752, Aspen Specialty Insurance Company 10717, Chaucer Insurance Company DAC, Coalition Insurance Company 29530, Fireman's Fund Indemnity Corporation 11380, Fortegra Specialty Insurance Company 16823, Lloyd's of London, MSIG Specialty Insurance USA Inc. 34886, MS Transverse Specialty Insurance Company 41807, Steadfast Insurance Company 26387, Vantage Risk Specialty Insurance Company 16275 and Zurich American Insurance Company 16535. Accessed 2026-09-22.
10
Insurance Producer Licenses. Corgi Insurance; Current complete Insurance Producer Licenses table for Corgi Insurance Services, Inc.; 50 rows covering 49 states and DC (DC 3003091619); no New Mexico row; no NPN or as-of date shown. Accessed 2026-09-28.
11
About Hiscox US Insurance. Hiscox; Hiscox Insurance Company Inc. NAIC 10200 as Chicago, IL domiciled insurer admitted or licensed in all 50 states and D.C.; Hiscox Inc. as general agent and Lloyd’s coverholder for Syndicates 33 and 3624; surplus-lines placements through licensed surplus-lines brokers; A.M. Best rating statement. Accessed 2026-09-16.
12
Licenses. ERGO NEXT Insurance; Current entity-by-state license table reopened 28 September 2026: 50 rows under Next First Insurance Agency, Inc., including Washington, DC; New York rows instead list Next Insurance Services PC-1423070 and AP Intego BR-1198885. Accessed 2026-09-28.
13
Insurance Licenses by State. TechInsurance; Current state table; identifies TechInsurance as a division of Specialty Program Group LLC d/b/a SPG Insurance Solutions; lists DC 3000041536 and labels Rhode Island “Individual licenses,” without an agency license number. Accessed 2026-09-28.
14
Licenses. Vouch; Effective 16 January 2025: Vouch Specialty Insurance Services, LLC, NPN 19926463; P&C table (50 states and DC); surplus-lines table includes Idaho 870820; footnote says Georgia and Idaho do not issue agency-level surplus-lines licenses; Idaho retained as producer-only due to conflict. Accessed 2026-09-15.

What Directors and Officers (D&O) Insurance Requirements Apply in Hawaii?

What Is D&O Insurance?

What Should You Watch for With D&O Insurance in Hawaii?

A Charter Amendment Needs a Shareholder Vote

The Statute Lists Claims the Clause Cannot Remove

Criminal Indemnity Has Its Own Test

Which D&O Insurance Providers Have Hawaii License Records?

Coalition

Corgi

TechInsurance

Vouch