How to Incorporate in Rhode Island

Rhode Island Secretary of State – Business Services
148 West River Street
Providence, RI 02904-2615

401.222.3040 telephone
401.222.1309 facsimile

Statutory Authority: Rhode Island Business Corporations Act — R.I. Gen. Laws § 7-1.2 (2011)

Rhode Island Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Submit the completed documents, along with a photocopy and your filing fees, to the Rhode Island Secretary of State.

Rhode Island Articles of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Rhode Island:

1. Company name
2. Number and class of authorized shares
3. Registered agent name and address
4. Optional provisions
5. Name and address of each incorporator
6. Effective date
7. Signature of each incorporator
8. Date

Rhode Island Incorporation Fee Schedule

Reservation of Entity Name: $50.00
Articles of Incorporation: $230 minimum (based on less than 75,000,000 shares)
Application for Certificate of Authority: 310.00 (for less than 75,000,000 shares)
Certified Copy: $10.00 plus $0.15 per page
Annual Report: $50.00
Articles of Dissolution: $50.00

Company Name

Your company name must end with a corporate designator. In Rhode Island the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”

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.

Registered agent

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.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Rhode Island corporation. Nevertheless, Rhode Island permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File Annual Report.

Registering as a Foreign Entity

1. Complete the “Application for Certificate of Authority.”
2. Attach a Certificate of Good Standing issued by the proper officer of the state under the laws of which the corporation was incorporated.
3. Submit the completed documents, along with the appropriate filing fee, to the Rhode Island Secretary of State.

Dissolving a Rhode Island Corporation

1. If you have not yet commenced business or issued shares, you must complete “Articles of Dissolution by Incorporators.”
2. If you have commenced business, you must file “Articles of Dissolution for a Domestic Business Corporation.”
3. 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.
4. Submit the completed documents, along with the filing fees, to the Rhode Island Secretary of State.

How to Incorporate in Rhode Island
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