Form a Rhode Island LLC

Filing an LLC in Rhode Island

Running a business in Rhode Island can be rewarding and exciting. You are able to be your own boss, set your own schedule and have unlimited income potential. Rhode Island is a great state to run a business, but Rhode Island has requirements that you must follow to run a business.

Like most states, Rhode Island requires you to register your business with their secretary of state’s office as a legal entity. There are a few different types of entities your business can be registered as depending on what type of taxes you wish to be exposed to, what liabilities you desire to be shielded from, and other scenarios.

The most common registration type is the LLC. A Rhode Island LLC is easy to set up. There are a few steps you must follow, but with some careful guidance, you can set up your LLC in Rhode Island in no time. You can also hire firms that are highly skilled in new business development to do it for you as well. Let’s get started on the simple steps on how to set up an LLC in Rhode Island.

Name Registration

Every business should start with a name. This is the first step in setting up a new business. Your business name can act as a trademark for the services you provide. For this reason, you should pick a name that is unique. The state of Rhode Island will not register your LLC if it is named the same or too close to another business that’s already registered in the state.

Of course, there are thousands upon thousands of LLCs in the state of Rhode Island. You will know how to differentiate your name by using Rhode Island’s name research tool. All names that are similar or the same will populate when you enter the name you’ve selected in the tool. If you discover your name is unique, then you are on your way to set up your LLC in Rhode Island.

Resident Agent

Another thing you will need before you can begin the Rhode Island LLC registration process is a resident agent. A resident agent is an individual or entity that serves as your communications point of contact on record with the Rhode Island Secretary of State’s office.

The resident agent must have a valid Rhode Island address or PO Box. This is important because if there is any formal communication of importance to be sent to your business, such as a subpoena or lawsuit notices, it will be sent to the resident agent.

Articles of Organization

The Articles of Organization is a necessary requirement in setting your LLC up with the state of Rhode Island. This document is made up of sections that are called articles that register key information about your LLC with the State of Rhode Island.

You will need to have at least one organizing member, the business name and address, and the resident agent’s name and address. This part is pretty simple but can become complicated when there are a lot of members involved. Consider using a firm to assist with your Articles of Organization to make the process a lot easier for you.

Rhode Island allows you to file your Articles of Organization one of three ways. You can file by mail, online or in person. The fee to file is $150. We will briefly discuss each process below.

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File By Mail

Filing your LLC by mail is approved within 2-3 business days

Follow these steps to complete the Articles of Organization by mail or online. To get started by mail, you must download Form 400 from the Secretary of State’s website. To get started online, you must create an online account at Rhode Island Secretary of State’s Business Services Online Filing System.

  1. Enter your business name. The name must include LLC or some other limited liability designation.
  2. Enter your resident agent’s name and address. Remember, the agent must have a valid Rhode Island address.
  3. Designate the LLC’s tax designation. Consider which fits your situation:
  • Disregarded Entity – Single-Member LLC (Will be treated as a sole proprietor for tax purposes)
  • Partnership – Multi-Member LLC (Will be treated as a partnership for tax purposes)

If you are still unsure about your LLC future tax situation, please consult a tax accountant for guidance.

  • Your LLC’s main office address
  • Statement of Perpetual Existence and General Purpose. This section gives a default designation about your LLC’s length of existence and its general purpose. You can make provisions to these default designations in the next section.
  • Additional Provisions – If you desire your LLC to have an automatic dissolution date, enter it as a provision. Also if you want to specify the purpose of the LLC, list it in this section as well.
  • Members or Managers – In this section, determine if your LLC will be member-managed or Manager-Managed. A member-managed LLC is where the one or more members of the LLC are engaged as the manager(s) of the LLC. A manager-managed LLC is where the members are not managing the LLC. The members have engaged one or more managers to operate the LLC.
  • Effective Date – Here you will determine the start date of your LLC. If you wish it to be in effect as of the filing date, then check off “Date Received (Upon Filing).” If you wish for a later date, you can enter a date no more than 30 days from the submission date in this section
  • Organizer Signature –This section closes out the articles. The organizer of the LLC must sign and date and include their address in this section. The organizer does not have to be a member of the LLC nor do they have to be the resident agent of the LLC. The organizer is simply the individual or business that is submitting the Articles of Organization on your behalf.

There will be a second section where the filer’s information must go again. Enter the filer’s name, today’s date, the LLC name, and an email address, phone number and mailing address.

  1. Prepare Payment – Issue a check or money order for $150 made out to Rhode Island Department of State. If filing online, you will pay using a credit or debit card. There will be a $6 electronic fee assessed.
  2. Mail Documents –Mail your completed documents along with your payment to:
    Division of Business Services
    148 W. River Street
    Providence, RI 02904-2615

Your submission will take 2-3 business days to process upon receipt if filing by mail. If filing online, it will be reviewed on the same business day if filed on Monday through Friday.

Rhode Island will not send back confirmation of approval. You must visit the Rhode Island website to check status. Do so by:

  • Go to Rhode Island’s Corporate Database
  • Search for your LLC’s name
  • If it is found, click on the LLC and go to “All Filings”
  • There will be a copy of your completed Articles of Organization for download

Although you will not get back confirmation of approval, if your articles are rejected, you will receive a rejection notice by mail along with your payment method returned. There will be instructions on what needs to be corrected within your articles for approval.

File in Person

Filing your LLC as a walk-in will be approved in a few hours. You will be provided with Form 400 and you will fill out all the articles just the same as if you were filing online or by mail. It is best to download the form as if you were mailing it in and complete it before your arrival. Your filing will be reviewed and approved within the same visit if there are no problems with your submission.

To file in person, visit the Business Services Division at:

Business Services Division
148 West River Street
Providence, RI 02904-2615

Monday – Friday 8pm – 4:30pm.

Your LLC will be approved within hours as you wait for the process to be completed. It’s best to arrive early and prepare to wait for the approval.

If you have followed the previous steps, congratulations! Your business is now set up as a Rhode Island LLC if you did it online. If you mailed it in then you are days away. Your process is not complete, however.

After your LLC Rhode Island set up is done, you should create an operating agreement. An operating agreement is another document that is crucial for your business to have, especially if it’s a multi-member LLC. The operating agreement is how you tell the members and the court; system how your business is designed to run.

The operating agreement should include information about how members will conduct themselves in the business. It should also govern how members will split votes on key issues as well as how the members will manage liability in the organization.

You can search online for operating agreement templates. You may find that they can be quite lengthy and intimidating to read. If you feel you will need help with creating an operating agreement, consult with a business consulting firm that can assist you.

Employee Identification Number

The Employee Identification Number, also commonly referred to as the EIN, is a federally mandated number that you must have for your business. The EIN is what the IRS uses to track your tax liability on the revenue you earn through your business.

The process to secure an EIN is simple. Go to the IRS website for Employee ID Numbers and begin an online application or you can apply for an EIN by mail by downloading form SS-4 and the accompanying instructions.

Annual Report

Rhode Island Secretary of State’s office requires you to renew your LLC registration each year through the annual report. To file your annual report online, you will revisit the same site you visited to set up your Articles of Organization. To file by mail, download form 632 and mail to the Division of Business Services.

Division of Business Services
148 W. River Street
Providence, RI 02904-2615

The filing fee for the annual report is $50.

File by mail or online. The processing time will be the same. The report will be processed on the same day it’s received.

The filing must occur between September 1 and November 1 of each year. A new LLC will file its first annual report on the following year. After November 1, there is a 30 day grace period. If you file on December 1 or after, you will be accessed an additional $25 late penalty and will be accessed the same fees for each year the filing goes unreported.

The state of Rhode Island holds the authority to dissolve your LLC if the filing is not filed timely.

Ensure to complete each section when filing your annual report.

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Business License

You may require several different business licenses depending on the type of business you are operating. You must do extensive research in this area to ensure you are in full compliance with state and local requirements. It is best to hire a business consulting firm to assist you to ensure you have all of the licenses and certifications that are required. Take a review of the resources below to get started on your research.

Rhode Island State Government Business Licenses

Contact Your Local Officials

Taxes

Business taxes are extremely important to maintain. Failure to set up proper taxes can be expensive in the long term. This is one area where we highly recommend you to get assistance. It’s always beneficial to ensure you are working with a tax accountant or a reputable business consulting firm to discuss your tax liability situation. Check these common resources below about taxes for businesses in Rhode Island.

RI Tax Overview

RI Business TAX Frequently Asked Questions

RI Taxes Online Registration

RI Division of Taxation

Rhode Island requires an annual charge for each LLC. The charge is $400 and is due annually. For more information, visit Rhode Island Tax Obligations for LLCs.

Our next Guide is available now on forming a South Carolina LLC.