Start Your Rhode Island LLC

Quick facts about forming an Rhode Island LLC

Filing Fee	$150
Processing Time	1-3 business days online, 1-2 weeks by mail
Annual Report Fee	$50, due by March 1 each year
Registered Agent Required	Yes, must have a physical Rhode Island address
State Franchise Tax	None for LLCs
Business License	No statewide general license, but many cities require local registration or permits
Managing Authority	Rhode Island Department of State, Business Services Division

How to start an LLC in Rhode Island in 5 steps

Rhode Island may be a small state, but it provides a wealth of business opportunities. Before you begin doing business in Rhode Island, you’ll need to think carefully about which type of entity best serves your purposes.

Starting an LLC may be one of your best chances for leveling up your business. This provides a wonderful middle ground for anyone in need of liability protection but also hoping to avoid extensive filing fees or other obligations.

Launching an LLC also frees you from many of the complicated processes required of C- and S-corps—but there’s still a great deal of effort involved. That being said, the credibility and protection you gain from this entity could make the extra work well worth your while.

To streamline your efforts and clear up any confusion, we’ve outlined the main steps to forming an LLC in Rhode Island:

1. Name your Rhode Island LLC
2. Choose your registered agent
3. File articles of organization
4. Create an operating agreement 
5. Apply for an EIN

Each step is discussed in more detail below and you can watch our easy to follow video.

Step 1: Name your Rhode Island LLC

Do you know one of the most important steps on the path to LLC success? You have to find an original name that suits your new business. This will play a huge role in your branding efforts moving forward, so it represents one of the most important decisions you can possibly make for your LLC. 

When it comes to LLCs, naming is not always as easily achieved as you might think. Several steps must be taken to ensure that your business name is unique, and that it receives adequate protection. Before you finalize your name, be sure to run a Rhode Island business entity search to confirm that it’s available and not already in use.

Step 2: Choose a registered agent

All entities registered with the Rhode Island Department of State—including LLCs—must keep a registered agent on file, as well as a registered office. Also known as the resident agent, the registered agent receives official documents on behalf of the LLC. This is an important task, so choose wisely. 

To qualify for this role, the Rhode Island registered agent must possess a street address in the state. This location is known as the registered office. A P.O. box does not qualify. Furthermore, the registered agent must be available during normal business hours, as this is when service of process must be handled. 

It’s possible to eventually change your LLC’s registered agent, but you’ll need to notify the Department of State at that time. This involves filing Form 642, Statement of Change of Resident Agent. If the registered agent’s location changes, submit Form 642A, Statement of Change of Resident Office. The filing fee for changing a resident agent is $20, but there is no charge for changing the resident office.

Step 3: File articles of organization

Filed with the Business Services Division of Rhode Island’s Department of State, articles of organization play a key role in forming an LLC. This essential document highlights who your LLC’s registered agent is, where your registered office will be located, and how the LLC will be managed. 

We will dive more into the need for a registered agent below—but for now, it’s important to understand that an initial registered agent and office must be selected before your LLC becomes official. These designations can be changed later if desired. 

Filing fees

You’ll be charged a total of $156 in fees, which includes $150 state filing fee and a $6 processing fee. This amount represents the typical Rhode Island formation cost for an LLC.

If the articles of organization are mailed or submitted in person at the Business Services Division in Providence, you need to include a payment for the state filing fee. Checks should be payable to the RI Department of State. 

How to file

In Rhode Island, LLCs are required to file Form 400, Articles of Organization for a Domestic Limited Liability Company. This should be typed; rejection is a risk if you submit an illegible form. The application includes detailed instructions, plus a reminder that all Rhode Island LLCs will exist perpetually unless they are formally dissolved. 

In addition to requirements such as the registered agent, registered office, and management structure, articles of organization can contain extra provisions if desired. Examples could include limitations on the duration or purpose of the LLC. These will typically also be referenced in an operating agreement. 

Amending articles of organization

Eventually, you may need to make significant changes to your LLC’s articles of organization. These can be completed via Form 401, Articles of Amendment to Articles of Organization for Domestic Limited Liability Company. 

This lengthy name reflects the detailed nature of the required form. The document must include the entity ID number from the state’s corporate database, plus adjustments to the LLC’s name, principal office address, management structure, or tax status. A filing fee of $50 is also required. 

In addition to amendments, all LLCs must file a Rhode Island annual report to remain in good standing with the state. The annual report keeps your business information current with the Department of State and ensures your LLC’s continued compliance.

Step 4: Create an operating agreement

Articles of organization are important for establishing a location for service of process, but they otherwise only have a marginal impact on your day-to-day functioning as an LLC. Instead, this will be determined in your operating agreement. This useful document allows you to outline the specifics of how your LLC will be run. 

While Rhode Island articles of organization follow a strict format, there is a lot more freedom to create an operating agreement as you see fit. These documents can look substantially different from one LLC to the next, but the following key elements are commonly included: 

• Management structure: This will already have been designated in the articles of organization but is worth repeating in your operating agreement. Will your LLC be member-managed or manager-managed?
• Membership interest: This is typically expressed as percentages. Member interest can also be designated as shares or units. This may be linked to the member’s influence when voting on issues or otherwise managing the LLC.
• Member contributions: LLC members can make many types of contributions to the organization. This will often take the form of capital but could also involve property or labor. Either way, all anticipated member contributions should be detailed in the operating agreement.
• Tax arrangements: Will the LLC be taxed as a C-corporation? While this approach is rare, it’s certainly possible. As such, the operating agreement should explain how taxation will be handled.

The Rhode Island Limited-Liability Company Act provides modest guidance for developing an LLC operating agreement. It asserts that operating agreements can involve oral or written formats—although any expert will remind you that written agreements are always preferable. 

Either way, this legislation explains that a Rhode Island operating agreement will delve into “the affairs of a limited liability company and the conduct of its business.” 

Is an operating agreement required in Rhode Island?

A Rhode Island operating agreement is not a requirement by the state, nor is it in most states. That being said, it’s highly recommended that you draft this document regardless of state requirements. Without it, LLC members could be vulnerable in the event of a dispute.

The operating agreement is also important from a practical standpoint, as it is often required to obtain a business bank account or take advantage of other resources. 

Step 5: Apply for an EIN

You’re familiar with social security numbers, but did you know that your business receives a similar form of identification? 

Known as the Employer Identification Number (EIN), this nine-digit requirement is assigned by the IRS. It’s required for many types of businesses, including multi-member LLCs and organizations with employees. 

The IRS provides an easy-to-follow online process for EIN applications. Every step must be completed within a single session, but don’t worry—a digital assistant is on hand to provide the guidance you need. 

It all begins with highlighting your intentions to start an LLC. The application will also prompt you to explain where your business will be located and how many members your LLC will involve. 

Next, you will provide the legal name of your LLC, along with the DBA if relevant. The application also contains a series of questions pertaining to the role of gambling or alcohol sales for your LLC. You can also apply for an EIN with us.

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