Start a Corporation in Rhode Island
To start a corporation in Rhode Island, you’ll need to choose a Rhode Island registered agent, file business formation paperwork with the Rhode Island Business Services Division, and pay a $230 state filing fee. You can use our tool below to fill out the Official Rhode Island Corporation Articles of Incorporation, and even download, print, or save your progress, all for free.
The best part is you only need to enter your information once to create a free account and pre-populate your articles of incorporation, corporate bylaws, IRS filings, and ongoing annual filings to maintain your Rhode Island corporation. You can use our free system to file direct with the state yourself or opt to have us help you out along the way.
How to Start a Corporation in Rhode Island
A Rhode Island corporation is a business with a legal existence that is separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
To start a corporation in Rhode Island, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Business Services Division. You can file this document online, by mail or in person. The articles cost $125 to file. Once filed with the state, this document formally creates your Rhode Island corporation.
Name Your Corporation
The first step in forming your corporation is to choose a business name. The rules for naming your Rhode Island corporation are outlined in R.I. Gen. Laws § 7-1.2-401. Essentially, your corporation’s name must:
- Be “distinguishable” (unique) among existing Rhode Island businesses.
- Contain an identifier such as “corporation,” “company,” “incorporated,” or “limited,” or an abbreviation of one of these words.
- Not include words or abbreviations that could make your corporation sound like a different type of entity. For example, “LLC,” “limited partnership,” or “PLLC”
Already have a business name? Check to see if it’s available.
Can I reserve a business name in Rhode Island?
Yes. If you’re waiting to form your corporation, you can reserve your chosen business name for up to 120 days. You’ll need to file an Application for Reservation of Entity Name ($50) with the Department of State, Business Services Division.
What’s the difference between my corporation’s name and a fictitious business name?
The legal name of your corporation is the one listed on your Articles of Incorporation. A fictitious business name (also sometimes called a DBA or “doing business as” name) is any name your company operates under that’s not the legal name. Businesses often use fictitious business names when re-branding, launching a new product, or breaking into a new industry.
To use an assumed business name in Pennsylvania, you must file a Fictitious Business Name Statement with the Department of State, Business Services Division. It costs $50 to file.
Thinking about using a DBA? Learn more about How to Get a Rhode Island DBA.
Designate a Registered Agent
The next step to starting a corporation is to appoint a Rhode Island registered agent. A registered agent (called a “resident agent” in Rhode Island) is someone you appoint to accept important state and legal documents on behalf of your corporation. Rhode Island requires all businesses to maintain a registered agent. In addition, you’ll need to list your registered agent’s name and address on the Articles of Incorporation.
Learn why the pros use a registered agent service.
What does a registered agent do?
The responsibilities and duties of a registered agent in Rhode Island are outlined in R.I. Gen. Laws § 7-16-11. At a minimum, your registered agent must:
- Have a physical address in Rhode Island. PO boxes are not allowed.
- Accept legal and state mail on your behalf and get it to you quickly.
- Maintain regular business hours.
Can you be your own registered agent in Rhode Island?
Yes. However, acting as your own registered agent means your name and address will be listed on the Articles of Incorporation—which is a public record. You’ll also have to maintain regular business hours so you can accept legal and state mail in person.
Some business owners find that it’s worth it to hire a registered agent rather than become one. When you do, you won’t have to worry about missing service of process while you’re on vacation (or just out grabbing coffee). A great registered agent will do even more, like providing a business address for you to list on public documents in place of your own and making sure you don’t forget to file your annual report.
Can I change my registered agent after I start my corporation?
Yes. To change your registered agent in Rhode Island, you’ll need to file a Statement of Change of Resident Agent ($20) with the Department of State, Business Services Division.
Submit Articles of Incorporation
To officially form your corporation, you’ll need to complete a form called Articles of Incorporation. When the form is completed, you’ll submit it to the Bureau of Corporations and Charitable Organizations online, by fax, by mail, or in person and pay the $230 filing fee.
Note: All of the information on this form will become part of the public record.
To fill out the form, you’ll need to provide the following information about your corporation:
- Corporation Name. Include an indicator like “Corporation” or “Inc.”
- Corporation Type. Indicate if you’re forming a close corporation by marking “yes” on a paper form. Online forms automatically select “yes,” which must be deselected if you aren’t forming a close corporation. Close corporations have 30 or fewer shareholders, typically limit share transfers, and have less restrictions than a regular corporation. Most close corporations are small family businesses.
- Authorized Shares. For each class of shares, list the number of shares you wish to create and their par value (typically the lowest value at which a share will be traded). If no a par value is assigned, each share is be given a value of $0.01.
- Registered Agent and Office. The name and address of whoever accept legal mail on your corporation’s behalf.
- Purpose. Confirm the purpose for incorporation is to conduct lawful business.
- Additional Provisions. This is an optional section where you can provide any additional provisions to include in your Articles of Incorporation.
- Incorporator. The name and address of the person who signs and submits your Articles of Incorporation.
- Effective Date. Choose if your corporation will be created at the time of filing (“date received”), or at a specific future date within 90 days of filing.
- Filer’s Contact Information. The name, address, email and phone number of someone the Division of Business Services can consult for questions about this filing.
How can I keep my personal information off the public record?
Unfortunately, most of what you’ll file with the Department of State, Business Service Division is public record—which means your Articles of Incorporation will be readily available online. As a result, marketers will find your address and overwhelm you will junk mail. Then, they’ll sell your personal information to data brokers. It’s a vicious cycle.
The best way to protect your privacy is to hire a professional registered agent who will let you use their address instead of yours (like us). This way, you’ll be able to keep your information off the public record.
How do I file the Rhode Island Articles of Incorporation?
You can submit your articles online, by mail, or in person.
Mail and in person:
Division of Business Services
148 W. River Street
Providence, Rhode Island 02904-2615
Start Your Rhode Island Corporation Today!
Get Started
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Rhode Island corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on Rhode Island Corporate Bylaws (including a free Rhode Island Corporate Bylaws template), see our Rhode Island Corporate Bylaws resource.
Do I need bylaws for my Rhode Island corporation?
Rhode Island does not require corporations to create bylaws, but if you decide to include them, RI Gen L § 7-1.2-203 notes that they must be adopted either by your corporation’s incorporators or by the board of directors at the organizational meeting.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
- Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
- Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
- Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
- Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
- Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
- Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Rhode Island bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, RI Gen L § 7-1.2-812 states that the officers of a corporation will consist of a president, a secretary, and a treasurer, but other officers can be authorized by your bylaws, just as long as each one is elected by the board of directors or by the shareholders. Your bylaws can also establish the authority and the duties each officer has within your corporation.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Rhode Island corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Rhode Island organizational meetings?
If the initial directors are named in your Articles of Incorporation, they will hold the organizational meeting. If initial directors are not named in your articles, the incorporator(s) will hold the organizational meeting. You’re required to give a minimum of three days notice by mail before holding the meeting and this notice must state the time and place of the meeting. An act or decision can be made without a meeting if the majority of incorporators agree and sign a written consent.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Rhode Island corporation?
To open a corporate bank account in Rhode Island, you’ll need to bring the following with you to the bank:
- A copy of the Rhode Island corporation’s Articles of Incorporation
- The corporation’s bylaws
- The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Rhode Island Reports & Taxes
In Rhode Island, corporations file an annual report each year. In addition, the state has a corporate net income tax.
What is the Rhode Island Annual Report?
The Rhode Island Annual Report is a filing you must submit each year to the Division of Business Services to update your corporation’s information. The Rhode Island Annual Report requests much more information than your Articles of Incorporation, including your principal office, NAICS code (a 6-digit number that corresponds to your main business activity), and the names and addresses of all your directors and officers.
How much is the Rhode Island Annual Report?
$50. Add an extra $2.50 if you decide to file online.
When is the Rhode Island Annual Report due?
The filing is due by May 1st.
These filings can be easy to forget—which is why we send our clients automatic reminders for your Rhode Island Annual Report filings. Or better yet, let us file for you. With our business renewal service, we submit the report for you for $100 plus state fees.
What should I know about Rhode Island corporate taxes?
Rhode Island corporations are required to pay a corporate net income tax. The rate is a flat 7%. There’s a minimum tax of $400. S Corporations pay the $400 minimum as well. Actually, almost every entity will pay at least $400—Rhode Island tax laws require LLCs, LPs, and LLPs to pay an annual fee “equal to the minimum business corporation tax.”
The Rhode Island sales tax is also a flat %7 with no additional local sales taxes. This means customers will pay the same sales tax rate at the counter from Westerly to Woonsocket.
Do corporations have to register with the Rhode Island Division of Taxation?
If your corporation requires a permit for retail sale, an income tax withholding account or a state unemployment insurance account, you’ll need to register. You can register via the Rhode Island Division of Taxation or by filing a Rhode Island Business Application and Registration. You’ll need your EIN before you can register.
Ready to Start a Corporation in Rhode Island?
