How to Form an LLC in Rhode Island
Rhode Island Secretary of State – Business Services
148 West River Street
Providence, RI 02904-2615
Statutory Authority: Rhode Island Limited Liability Company Act — R.I. Gen. Laws § 7-16 (2011)
Rhode Island LLC General Filing Instructions
1. Confirm availability of company name and reserve it if necessary.
2. Complete the “Articles of Organization.”
3. Submit the completed documents, along with a photocopy and your filing fees, to the Rhode Island Secretary of State.
Rhode Island Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in Rhode Island:
1. Company name
2. Registered agent name and address
3. Federal income tax preferred treatment
4. Principal office address
5. Optional provisions
6. Management structure
7. Effective date
8. Name, address, and signature of each authorized person
Rhode Island LLC Fee Schedule
Reservation of Entity Name: $50.00
Articles of Organization: $150.00
Application for Registration by a Foreign Limited Liability Company: $150.00
Certified Copy: $15.00 plus $0.15 per page
Annual Report: $50.00
Articles of Dissolution: $50.00
Your company name must end with a limited liability company designator, In Rhode Island the specific designators are: “Limited Liability Company” “L.L.C.” “LLC”.
Conduct an entity name search on the Rhode Island Secretary of State’s website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing a “Reservation of Entity Name” and paying a name reservation fee of $50.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Rhode Island requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Rhode Island registered or active Rhode Island business entity that has a Rhode Island street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Rhode Island resident and have a Rhode Island street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Rhode Island limited liability company. Nevertheless, Rhode Island permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File Annual Report.
Registering as a Foreign Entity
1. Complete an “Application for Registration by a Foreign Limited Liability Company”.
2. Attach a Certificate of Good Standing, dated within 60 days of the filing of the “Application for Registration” and duly authenticated by the authorized officer of the state where the limited liability company was organized.
3. Submit the completed documents, along with the appropriate filing fee, to the Rhode Island Secretary of State.
Dissolving a Rhode Island LLC
1. Complete the “Articles of Dissolution for a Limited Liability Company.”
2. Obtain an original letter of good standing, dated within 30 days of the receipt and filing of the “Articles of Dissolution”, from the Rhode Island Division of Taxation.
3. Submit the completed documents, along with the filing fees, to the Rhode Island Secretary of State.