A limited liability company (LLC) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who wants to limit their personal liability for business debts and lawsuits should consider forming an LLC. So if you're starting a business in Rhode Island, consider whether an LLC is right for you.
Below are the steps you need to take to create an LLC in Rhode Island. For more information on how to form an LLC in any state, check out our article on how to start an LLC. You can also use our online LLC formation service to register your LLC.
When you're looking at business names, you should pick one that's unique and marketable. As you consider your options, make sure you follow Rhode Island's rules for LLC names.
LLC name must be distinguishable. Your LLC's name must be distinguishable (different) from the names of any businesses on file with the Rhode Island Department of State (DOS). You can search the DOS's corporate database to see whether your proposed business name is available. (R.I. Gen. Laws § 7-16-9 (2024).)
LLC name must include an entity designator. Under Rhode Island law, an LLC name must contain the words "limited-liability company" or the abbreviation "LLC." The abbreviation can be in uppercase or lowercase and with or without punctuation. (R.I. Gen. Laws § 7-16-9 (2024).)
Name reservation. You can reserve an available business name for 120 days by filing a Reservation of Entity Name with the DOS. You can file the reservation online through the DOS's Business Services Online Filing System or by mail. As of 2024, the filing fee to reserve a name is $50. (R.I. Gen. Laws § 7-16-10 (2024).)
Using a fictitious name. You don't have to use your LLC's official legal name registered in its articles of organization when you do business out in the real world. Instead, you can use a fictitious name, also called a "DBA" (short for "doing business as"), "trade name," or "assumed name." If you use a name other than your business's legal name, you must file a Fictitious Business Name Statement with the DOS. As of 2024, the filing fee for a fictitious business name statement is $50. (R.I. Gen. Laws § 7-16-9 (2024).)
Every Rhode Island LLC must have an agent for service of process in the state. Rhode Island calls this agent a "resident agent." Other states use the term registered agent. A "resident agent" is a person or business that agrees to accept legal papers on a company's behalf and forward the documents to the represented entity.
In Rhode Island, a resident agent must either be a:
(R.I. Gen. Laws § 7-16-11 (2024).)
You'll list your resident agent in your articles of organization.
You can create a Rhode Island LLC by filing Articles of Organization with the DOS. The articles must include:
(R.I. Gen. Laws § 7-16-6 (2024).)
You can file your articles online using the DOS's Business Services Online Filing System. You can also submit the filing by mail. As of 2024, the filing fee for Rhode Island Articles of Organization is $150.
As is the case in most other states, Rhode Island doesn't require LLCs to adopt an operating agreement. Even though creating an operating agreement for your company isn't legally required, it's still an important step to starting your LLC. An operating agreement—like bylaws for a corporation—will establish the rules and procedures for how your LLC will operate, including your LLC's management structure.
Without an agreement, your LLC will be governed by the default rules of Rhode Island's LLC Act. So it's important to create an agreement if you want to set the rules for how your LLC will be run. If you create an agreement, make sure you put it in writing. You don't need to file this document with the state.
This operating agreement should generally cover:
In addition to allowing you to create your own rules for your company, an operating agreement can help preserve your limited liability by showing that your LLC is truly a separate business entity from its owners. Moreover, investors and banks typically like to see an LLC's operating agreement when determining whether to invest or loan money to the company.
For help creating an LLC operating agreement, you can use our online LLC formation service.
Other tax and regulatory requirements might apply to your LLC. For example, your LLC might need to obtain an EIN, apply for business licenses and permits, and register for business taxes.
EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for your LLC only if either you elect to have your business taxed as a corporation instead of a sole proprietorship (disregarded entity) or your single-member LLC has employees. You can get an EIN by completing an online EIN application on the IRS website. There's no filing fee.
Business licenses. Depending on your business activities and location, your LLC could need to obtain local and state business licenses. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it's in an unincorporated area). For state license information, you can use the RI Business Assistant. Based on your answers to a set of questions bout your LLC, the Business Assistant will create a personalized checklist for your business. For further guidance on regulatory requirements for your business, read how to get a small business license in Rhode Island.
Rhode Island Division of Taxation. If you have employees or will be selling goods and collecting sales tax, you'll need to register with the Rhode Island Department of Revenue's Division of Taxation (DOT). You can register your business online with the DOT for a retail sales permit, income tax withholding, and unemployment insurance tax through one application. For more information on Rhode Island LLC tax registration, check out our article on Rhode Island annual tax and LLC filing requirements.
Here are some other questions you might have about your Rhode Island LLC.
If you're just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business.
To learn more about LLCs and decide if it's the right business structure for you, see our article on LLC basics.
Below are the fees (as of 2024) you might need to pay to form your LLC in Rhode Island:
Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but it will often cost you hundreds, if not thousands, of dollars in the process. If you'd like help completing all the filings, try our online LLC formation service.
To learn more about the costs associated with forming and running an LLC, see our article on how much it costs to form an LLC.
Yes. You must file an annual report for your LLC with the DOS every year. The report is due each year between February 1 and May 1.
You can file your report online through the DOS's Business Services Online Filing System or by mail using Form 632. As of 2024, the fee to submit an annual report is $50.
(R.I. Gen. Laws § 7-16-66 (2024).)
Apart from annual reports, your LLC will need to file and pay applicable taxes to the local, state, and federal governments. In addition, your LLC might need to obtain and periodically renew any required general or special business licenses or permits. You'll be responsible for keeping track of these maintenance requirements to keep your LLC in good standing and legally compliant.
Starting in 2024, all LLCs were previously required to submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. However, in March 2025, after some constitutional challenges, FinCEN revised the BOI reporting rule so that the requirement only applies to companies created outside the U.S. So, if you form your LLC within the U.S., then you no longer need to worry about the BOI reporting requirement.
You're not required to have an operating agreement for your LLC in Rhode Island. Though, it's highly advisable to have one. An operating agreement can help protect your limited liability status, prevent financial and managerial misunderstandings among members, and ensure that you choose the rules that govern your business instead of your state's default rules.
Rhode Island, like many states, doesn't issue a general business license at the state level. However, depending on your industry, you might need to apply at the state level for a license specific to your business activities. In addition, your local government might have requirements and restrictions related to all or certain types of businesses.
In addition, you could need professional licenses, tax licenses or registrations, safety certifications, or environmental permits. The regulating authorities for professions and occupations are scattered across multiple departments and organizations. For example, the Department of Labor and Training (DLT) oversees electricians, mechanics, plumbers, and engineers while the Department of Health oversees dentists, nurses, psychologists, and veterinarians.
You can find extensive details about state and local regulatory requirements in our Rhode Island business license article.
Your LLC will be responsible for paying some business taxes. In Rhode Island, LLCs must pay an annual fee (like a franchise tax) equal to the minimum tax imposed on corporations. In addition, you or your LLC will need to pay income tax, depending on how you file and whether you have nonresident members.
LLCs are considered "pass-through entities" (PTEs) by default, meaning the responsibility for paying taxes on the LLC's income passes through to the members. So, in this case, you'll report and pay taxes on your share of the LLC's income on your personal tax return.
If all of your LLC members are residents of Rhode Island, you can:
If you have some members who are nonresidents, then you'll need to either withhold their income or file a composite return on behalf of the nonmembers. Alternatively, you can elect PTE tax status or corporation tax status for your LLC. If you elect PTE tax status for your LLC, then your LLC will be taxed at the entity level on behalf of the members (owners). You'd then claim a tax credit on your personal return for the tax already paid by your LLC.
You'll make these elections and report and pay these state taxes to the DOT. You can file and pay taxes using Rhode Island's Tax Portal.
In addition to income tax, your LLC might be responsible for reporting and paying sales tax, withholding employee wages, and paying unemployment insurance (UI) tax. You'll register to withhold and pay wages and to report and pay sales tax through the DOT. You'll need to register to pay the UI tax to the DLT's Employer Tax Unit.
See our article on Rhode Island tax filing requirements for more details.
Yes. To do business in Rhode Island, all LLCs organized outside of the state (called "foreign LLCs") must register with the DOS. Your foreign LLC must appoint a resident agent for service of process that's physically located in Rhode Island.
To register, file an Application for Registration with the DOS. You must attach a certificate of existence or good standing from your LLC's home state that's no more than 60 days old.
You can file the application online using the DOS's Business Services Online Filing System. You can also file by mail. As of 2024, the fee to register your foreign LLC in Rhode Island is $150.
Before filing, make sure your LLC's name is available in Rhode Island by searching the DOS's corporate database. If your name isn't available, you must propose an alternate name for your LLC to use in Rhode Island in your application.
(R.I. Gen. Laws §§ 7-16-48 and following (2024).)
See our guide to qualifying to do business outside your state for more information.
Yes. For most formation purposes, a Rhode Island single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in Rhode Island are generally the same as those listed above.
Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see our article on how single-member LLCs pay federal income tax.
If you provide a licensed professional service in Rhode Island, you can form a regular LLC or a professional service corporation (sometimes called a "professional corporation").
Rhode Island law allows LLCs to provide professional services as long as the applicable regulatory agency allows the regulated professionals to form an LLC. You should check with your regulatory authority for any specific requirements or restrictions.
(R.I. Gen. Laws § 7-16-3.1 (2024).)
When you're ready to close your business, you should legally dissolve your LLC to limit your liability for lawsuits and government fees. To dissolve an LLC in Rhode Island, you should:
(R.I. Gen. Laws §§ 7-16-39 and following (2024).)
You also need to close your tax accounts and take any other steps necessary to close out your business. See our article on what you need to do when closing your business for more in-depth information and guidance.
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