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In Rhode Island you form an LLC by filing Articles of Organization with the Business Services Division of the Department of State. The fee is $150, and the department says it processes filings within two business days. The state's own LLC filing guide is blunt that this is a real legal step. It creates an entity that exists apart from its owners, with yearly duties. Our Rhode Island business search guide covers lookups.
What will it cost me every year?
Three recurring costs follow the $150 filing. Add them up before you form.
| Duty | Who gets it | Amount | When |
|---|---|---|---|
| Annual report | Department of State | $50 | February 1 to May 1 |
| Minimum corporate fee | Division of Taxation | $400 | With the tax return |
| Resident agent upkeep | Department of State | $20 to change the name, free to change the address | When it changes |
The $400 applies to every LLC not taxed as a corporation. A single-member LLC taxed as a disregarded entity files form RI-1065 by April 15. A partnership files the same form by March 15. The amount does not depend on income or activity.
The annual report starts the year after you register. It shows a $2.50 enhanced access fee online, and a late fee of $25 applies on June 1. The report holds no financial or ownership information.
What is the Articles of Organization like?
The filing guide walks through eight articles:
- Name. It must end with LLC or Limited Liability Company, and cannot match another business registered with the department.
- Resident agent. Covered below.
- Tax treatment. You pick disregarded entity, partnership or corporation. This choice is not sent to the IRS, so the EIN application must match it.
- Principal office. Optional, and it can be a PO box or an address outside Rhode Island.
- Term. Leave it blank for perpetual existence.
- Operating agreement provisions. Optional.
- Management. Choose members or managers. Never list the owners.
- Effective date. Choose a date up to 90 days ahead, or leave it blank.
What you enter in the Articles is public in the Corporate Database. Only the filer's contact details are kept out. Do not put a home address anywhere you do not want it seen.
Who can be the resident agent?
A Rhode Island resident or an entity qualified in the state, with a Rhode Island street address and available in business hours. PO boxes and virtual business addresses are refused. The guide lists an owner, an employee, an attorney, an accountant or a service company as common choices. Being named gives no ownership. If you work from home and serve yourself, your home address becomes the public resident office. The department mails a reminder each January to the agent, so that address needs to stay current. See how to be your own registered agent.
How do I file, and what name works?
Go to the department's start your Rhode Island business page and file the Articles of Organization online. The name test is "distinguishable upon the record," and the state treats a name search as preliminary. The final call comes at filing. The name availability guidelines give examples of names that count as the same. To hold a name for 120 days before you file, a Reservation of Entity Name costs $50. See name reservation.
If you plan to trade under another name, an LLC files a Fictitious Business Name Statement.
What happens after approval?
Sign an operating agreement, because the state does not record who owns the company. Get your EIN from the IRS using our EIN guide, and match the tax choice to the Articles. Register with the Division of Taxation. Businesses with employees or retail sales complete its business registration form, and others get an account when the first return is filed.
A revoked LLC is not closed. It still owes reports and the $400 until Articles of Dissolution are filed.
Out-of-state owners should read LLCs for non-residents, and compare Massachusetts and Connecticut.
Ready? Use our start an LLC form.