How to Form an LLC in Rhode Island
To form an LLC in Rhode Island, here's everything you need to know.
1. Choose a Name for Your LLC
Under Rhode Island law, an LLC name must end with the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." (upper and lower case abbreviations are permitted).
Your LLC’s name must be distinguishable from the names of other business entities already on file with the Rhode Island Secretary of State. Names may be checked for availability by at the Rhode Island Secretary of State business name database.
You may reserve a name for 120 days by filing a Reservation of Entity Name (Form 620) with the Rhode Island Secretary of State Corporations Division. The reservation can be filed online or by mail. The filing fee is $50.
2. File Articles of Organization
A Rhode Island LLC is created by filing Articles of Organization (Form 400) with the Secretary of State. The articles must include: the LLC's name and address; how the LLC will be treated for federal tax purposes; the name and address of the LLC’s registered agent; the name and address of each organizer of the LLC; whether the LLC will be member-managed or manager-managed; if the LLC is manager-managed, the managers' names and addresses must be provided. The articles may be filed online or by postal mail. The filing fee is $150.
3. Appoint a Registered Agent
Every Rhode Island LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be an Rhode Island resident or a business entity authorized to do business in Rhode Island. The registered agent must have a physical street address in Rhode Island.
All of the paperwork and procedural steps to start a limited liability company in Rhode Island can be done online using Nolo's Rhode Island Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Rhode Island, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
5. Publication Requirements
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.
Department of Taxation: In some cases, for example if you have employees or will be selling goods and collecting sales tax, you’ll need to register with the Rhode Island Division of Taxation (DOT). In many cases, you’ll at least begin the process online by completing Form BAR, Business Application and Registration Form. For more information on state LLC tax registration, check Nolo's article LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
7. File Annual Reports
All Rhode Island LLCs and foreign LLCs authorized to do business in the state must file a Limited Liability Company Annual Report (Form 632) with the Rhode Island Secretary of State and pay a $50 filing fee. The report must be filed each calendar year between September 1 and November 1, beginning with the year following the year in which the LLC's original Articles of Organization were filed with the secretary of state. The report may be filed online or by postal mail. Be sure to follow up with your resident agent concerning the filing of this report.
8. Foreign LLCs Doing Business in Rhode Island
To do business in Rhode Island, all LLCs organized outside of the state must register with the Rhode Island Secretary of State. Foreign LLCs must appoint a registered agent for service of process. The agent may be a Rhode Island resident or a business entity authorized to do business in Rhode Island.
To register, file an Application for Registration (Form 450). The application must be filed by postal mail. The filing fee is $150.
The completed application must be accompanied by a certificate of legal existence or good standing from the foreign LLC’s home state that is not more than 60 days old.
Before filing, make sure the LLC’s name is available in Rhode Island by checking the state's business name database.