How to Form an LLC in Rhode Island

What the Rhode Island Articles of Organization decide

Rhode Island settles a federal tax question inside the formation document. Item 3 of Form 400 is a required check one box, and R.I. Gen. Laws § 7-16-6(a)(3)(i) through (iii) give the three choices: disregarded as an entity separate from its member, a partnership, or a corporation. The RI Department of State's LLC Filing Guide warns that the selection "is not transmitted to the IRS." Changing it on the state record means Articles of Amendment, Form 401, at $50 under § 7-16-65(2).

The state does not record who owns the company. The Filing Guide tells filers "DO NOT indicate the names of the owners (members) on the Articles of Organization" and states that the Department "does not keep a record of who owns any registered business." Managers are the exception: § 7-16-6(a)(6) requires the name and address of each manager if the LLC has managers at formation.

A $50 annual report goes to the Department of State between February 1 and May 1, and a separate $400 charge goes to the RI Division of Taxation. The Department publishes the combined floor on its Business Basics page: an LLC or other type of corporation, "regardless of profit, will pay a minimum of $450 each year in taxes and fees."

Filing the Articles

Under § 7-16-5(a), one or more persons may form a limited liability company by delivering executed articles of organization for filing with the secretary of state. Along with the tax statement, § 7-16-6(a) requires the LLC's name, the resident agent's name and Rhode Island address, the principal office address if it has been determined at organization, and whether the company is managed by its members or by managers.

The fee is $150 under § 7-16-65(1), the figure Form 400 also carries. Form 400 takes a check payable to "RI Department of State" by mail, or cash, credit card or check in person at the Business Services Division in Providence. Online filings run through the Business Services Online Filing System at business.sos.ri.gov.

The company exists when the Department issues the certificate of organization, or on a later date written into the document "not more than ninety (90) days after the filing," under §§ 7-16-5(b) and 7-16-8(g). Section 7-16-65 lists in twenty numbered clauses every fee the secretary of state collects under chapter 7-16, and none of the twenty is an expedite or priority surcharge.

What the state publishes about processing

The Department publishes three figures. The LLC Filing Guide says the Department "processes all filings within two business days." Step 4 of the Start Your Rhode Island Business walkthrough says a filing "may take between one to three business days to process." The LLC Welcome Packet says "most filings are processed within 3 business days of receipt."

Naming the company

Under § 7-16-9(a)(1) the name must end with the words "limited liability company" or the letters "l.l.c." It must also be distinguishable upon the records of the secretary of state from names already registered, reserved or filed under Title 7.

The Department's Name Availability Guidelines set out what does not make a name distinguishable, including an article, a plural form, an obvious misspelling, punctuation, capitalization and spacing. The Corporate Database holds incorporated names and a separate Trade Name Database holds unincorporated ones, and the Guidelines add that a preliminary search is not binding on the Department. Form 620 reserves a name for a non-renewable 120 days at $50 under § 7-16-65(8).

An LLC trading under another name files a fictitious business name statement with the secretary of state under § 7-16-9(b)(2), at $50 under § 7-16-9(b)(7), on Form 624B. The Department's trade names page states that a business corporation, LLC or non-profit corporation files that statement through the Corporate Online Filing System, while trade names are the unincorporated route that registers with a municipality. Until the statement is filed, § 7-16-9(b)(5) bars the company from maintaining any action on a contract made in that name in any court of the state.

Resident agent and resident office

Section 7-16-11(a) requires every domestic LLC and every registered foreign LLC to have a resident agent for service of process, and chapter 7-16 calls that agent's address the resident office.

The Filing Guide requires "a Rhode Island street address, known as the 'Resident Office'" and states that "P.O. Boxes and virtual business addresses are not allowed." The agent must be reachable there during regular business hours, which the Filing Guide gives as 9:00 a.m. to 5:00 p.m. The principal office is a separate address and is not held to that standard: it "can be a P.O. Box or even an address outside the State of Rhode Island." The resident office is public, so an owner serving as their own agent from home lists the home address.

Changing the agent costs $20 under § 7-16-65(10) on Form 642, while changing only the resident office address carries no fee under § 7-16-65(11). Thirty days without a resident agent is a ground for revocation under § 7-16-41(a)(4), and the Department's annual report page states that if its reminder letter is returned undeliverable, "revocation proceedings will be implemented for failure to maintain a registered office."

The annual report

Form 632 is the annual report, filed under § 7-16-66 between the first day of February and the first day of May in each year following the calendar year in which the original articles were filed. The fee is $50 under § 7-16-65(13), plus a $2.50 enhanced access fee to file online. The Department's table shows a $25 late penalty applied June 1, plus $3.00 to file online, and § 7-16-66(d) sets that penalty at twenty-five dollars per year once a company is thirty days past the time prescribed.

Each report needs an accurate six-digit NAICS code and carries a brief survey whose responses are "stripped of identifying information and included in the RI Business Data Hub." Form 632 also doubles as the change form: the Department's update chart routes Change Principal Office Address, Change Principals and Change Purpose to it. A courtesy reminder is mailed each January to the registered agent of every active business owing a report.

The $400 annual charge

Section 7-16-67(c)(2) requires an LLC that is not treated as a corporation for federal income tax purposes to "pay a fee in an amount equal to the minimum tax imposed upon a corporation under § 44-11-2(e)," which § 44-11-2(e) sets at $400 for tax years beginning on or after January 1, 2017. It is paid to the Division of Taxation with Form RI-1065.

The Department's Costs and Fees page states that the minimum annual tax is "NOT pro-rated" and that "the tax is owed whether or not business is conducted or a profit is made." Section 7-16-67(e) makes the charge delinquent when it is not paid by the due date for filing the return and adds $100. Form RI-1065 is due the fifteenth day of the third month following the close of the taxable year for all filers except single member LLCs, and the fifteenth day of the fourth month for calendar year and non June 30 fiscal year end single member filers. The Rhode Island LLC tax guide covers those returns.

Revocation is not closure

Section 7-16-41(a)(3) makes a late annual report a ground for revoking the certificate of organization, along with unpaid fees owed the secretary of state and a division of taxation notice under § 7-16-67.1 that fees or taxes due the state are unpaid. Section 7-16-41(b)(1) requires at least sixty days written notice to the resident agent first.

The Department stresses that "a revocation is not an official dissolution," so a revoked company "will continue to owe annual reports to the RI Department of State and a minimum fee of $400 to the RI Division of Taxation each year." Reinstatement runs through two agencies in order. Step one is a Letter of Good Standing from the RI Division of Taxation, applied for with a $50 check payable to that division; § 7-16-8(d) bars the Department of State from accepting a reinstatement without it. Step two submits the required forms, the penalty fees and that letter together, which the Department warns must arrive at the same time or the reinstatement is rejected. It puts that filing at two to four business days. Closing the company instead means Articles of Dissolution, Form 404, at $50 under § 7-16-65(4), certifying under § 7-16-8(c) that all fees and taxes are paid.

State taxes and tax registration

Rhode Island's personal income tax uses a uniform rate schedule with three brackets. Division of Taxation Advisory ADV 2025-22, issued November 3, 2025, sets the Tax Year 2026 schedule at 3.75% up to $82,050, 4.75% from $82,050 to $186,450, and 5.99% above $186,450.

A pass-through entity must withhold at the highest individual rate, currently 5.99%, or 7% for corporate members, on income attributable to this state for nonresident members. Withholding is not required where the member's distributive share of Rhode Island income is less than $1,000 per annual accounting period. For tax years beginning on or after January 1, 2019, the entity may instead elect to pay Rhode Island tax at the entity level at 5.99% on RI Schedule PTE, which removes the nonresident withholding obligation.

Sales and use tax is imposed on the retailer at 7% of the gross receipts from taxable sales, and eating and drinking establishments additionally collect and remit a 1% local meals and beverage tax on taxable food sales gross receipts. An LLC with employees or retail sales completes the Business Application and Registration form to open sales and unemployment tax accounts, while one with neither has an account created when it files its first business tax return.

Licensing and professional services

The Department of State states that "most businesses and non-profits will require licenses from one or more state agencies in order to legally operate," and points to the RI Business Assistant, which builds a checklist of the licensing applications that apply.

Section 7-16-3.1 lets a limited liability company "render professional services, as defined in § 7-5.1-2, as and to the extent permitted under law or rules and regulations of the applicable regulatory agency or agencies." One that does must carry liability insurance under § 7-16-3.3(a), if reasonably available, of $50,000 multiplied by the number of professional employees, never less than $100,000 and never more than $500,000.

EIN and operating agreement

An EIN comes from the IRS rather than from any Rhode Island agency. The EIN guide sets out the application steps.

Rhode Island does not file operating agreements. Section 7-16-2(23) defines one as "any agreement, written or oral, of the members as to the affairs of a limited liability company and the conduct of its business," and § 7-16-65 carries no fee for filing one. The operating agreement guide covers what the document usually addresses.

Frequently asked questions

What does it cost to file Rhode Island Articles of Organization?

R.I. Gen. Laws 7-16-65(1) sets a fee of one hundred fifty dollars for filing the original articles of organization, and Form 400 states a filing fee of $150.00. The same $150 appears in the LLC row of the RI Department of State registration table.

Does a Rhode Island LLC pay anything each year besides the annual report?

Yes. R.I. Gen. Laws 7-16-67(c)(2) requires an LLC not treated as a corporation federally to pay a fee equal to the minimum corporate tax under 44-11-2(e), which is $400. The RI Department of State publishes the combined yearly floor as a minimum of $450 in taxes and fees.

Do the Rhode Island Articles of Organization list the LLC members?

No. The RI Department of State Filing Guide instructs filers not to indicate the names of the owners and states that the Department does not keep a record of who owns any registered business. R.I. Gen. Laws 7-16-6(a)(6) does require each manager to be named if the LLC has managers at the time of formation.

When is the Rhode Island LLC annual report due?

R.I. Gen. Laws 7-16-66(a) requires Form 632 to be filed between February 1 and May 1 of each year following the calendar year in which the articles of organization were filed. The fee is $50, and a $25 late penalty is applied June 1.

Can a P.O. box serve as a Rhode Island resident office?

No. The RI Department of State Filing Guide requires a Rhode Island street address for the resident office and states that P.O. boxes and virtual business addresses are not allowed. Form 400 item 2 repeats that a Rhode Island street address is required.