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There are many reasons to form an LLC in Rhode Island. Here are the main ones:
Legal protection in case of bankruptcy or lawsuits
Separation of personal and business assets
Tax benefits: flexibility & pass-through taxation
Increasing credibility and trust for your business
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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:
Each step is discussed in more detail below.
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.
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.
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.
Once you’ve completed the articles of organization application, you’ll need to submit a filing fee of $150. This payment can be mailed or submitted in person at the Business Services Division in Providence. Checks should be payable to the RI Department of State.
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.
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.
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:
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?
An operating agreement is not an outright requirement in Rhode Island, 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.
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.
This step-by-step guide details the steps you need to name your Rhode Island LLC properly by searching if it is unique.
There are different costs to form an LLC in Rhode Island and maintain it. We’ve listed all of them in this post.
Appointing registered agent is a mandatory step in your LLC formation process in Rhode Island – learn more about it.
This post details which licenses and permits your Rhode Island LLC may require and how to obtain them.
We love helping people start their business. We take care of the LLC filing and offer additional services so you can focus on launching and growing your business, while remaining compliant with state regulations.
Here’s why people choose to form their LLC with us:
Our products are user friendly, all you need to do is answer a few questions about your business and let us take care of all the rest.
Our platform is easy to use and is optimally designed to guide you through your LLC formation process and business journey.
We offer more products to help you set and manage your business like registered agent, business licenses, and annual report.
For more reviews from our customers, visit our reviews page.
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This portion of our website is for informational purposes only. Tailor Brands is not a law firm, and none of the information on this website constitutes or is intended to convey legal advice. All statements, opinions, recommendations, and conclusions are solely the expression of the author and provided on an as-is basis. Accordingly, Tailor Brands is not responsible for the information and/or its accuracy or completeness.
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