Rhode Island Corporation
Everything You Need to Know About Rhode Island Corporations:
Rhode Island Incorporation Options
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How to Incorporate in Rhode Island
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 Secretary of State, Division of Business Services. You can file this document online, by mail, or in person. The articles cost a minimum of $230 to file. Once filed with the state, this document formally creates your Rhode Island corporation.
Per RI Gen L § 7-1.2-501 (2019), every Rhode Island corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit https://business.sos.ri.gov/CorpWeb/CorpSearch/CorpSearch.aspx and search until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Rhode Island Articles of Incorporation. Follow along with our filing instructions below:
Filing the Rhode Island Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Rhode Island business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private. And for the cheapest way to start a business? Pay just $48 out the door with our VIP monthly payment option.
1. Corporate Name and Type
Your name must include “Corporation,” “Company,” “Incorporated,” “Limited,” or an abbreviation for one of these words. (Many corporations opt to keep it simple with “Corp” or “Inc.”) You will also need to indicate whether or not you’re forming a close corporation. If you are, tick “yes” on the paper form. On the online form, the box is automatically selected—you’ll have to uncheck the box if you aren’t forming a close corporation.
Close corporations have 30 or fewer shareholders, typically limit share transfers, and don’t have as strict of formalities as a regular corporation. For instance, the Rhode Island Business Corporation Act (RI Gen L § 7-1.2-1701 (2019)) allows for a close corporation to add provisions or bylaws that would normally be invalid, such as forgoing a board of directors. Close corporations are commonly small family businesses.
2. Authorized Shares
For each class of shares, list the number of shares you wish to create and their par value. Par value (also known as “face value”) is the price listed on stock certificates and is typically the lowest value at which a share will be traded. If you don’t list a par value, each share will be given a value of $0.01.
3. Registered Agent and Office
For your Rhode Island Registered Agent you can list either an individual Rhode Island resident (like someone in your Rhode Island corporation) or a business that provides registered agent service (like Northwest). The Rhode Island street address you list here is where your registered agent will be available during business hours to accept legal notifications for your corporation. This address, like all the information in your articles, will become part of the permanent of public record of your corporation. Tip: When you hire Northwest, our information will go here.
Your Rhode Island corporation will have a perpetual existence until your corporation is formally dissolved. This section is here to provide this statement in writing and to confirm the purpose for incorporation is to conduct lawful business.
5. Additional Provisions
This is an optional section where you can provide any additional provisions the incorporators have agreed to include in your Articles of Incorporation. For example, RI Gen L § 7-1.2-202 (2019) says that any provision required or permitted to be included in bylaws could be included in the articles.
6. Rhode Island Incorporator
Your incorporator is the person who signs and submits your Articles of Incorporation. Incorporators must include their name and address. Your incorporator doesn’t have to be a director, officer, or anyone in the corporation—just a legal adult you authorize to sign and submit your form. Tip: We’ll be your incorporator when you hire Northwest to form your Rhode Island corporation.
7. Effective Date
If you want your Rhode Island corporation to begin right away, choose “date received” for your effective date. Otherwise, choose a specific future date within 90 days of filing. Tip: Most corporations choose “date received.”
8. Filer’s Contact Information
The Division of Business Services wants to be able to talk to someone if they have a question about your filing. You’ll need a name, address, email and phone number. Tip: Hire Northwest to form your Rhode Island corporation, and we’ll put our information here.
Why Have a Registered Agent Form Your RI Corporation?
Professionals in Rhode Island hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our offices are in Barrington, RI. We’re on a first name basis with the people who work in the Division of Business Services. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Barrington registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Portsmouth, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (5 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our incorporation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Rhode Island. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Rhode Island Corporation Is Formed?
After your Rhode Island Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
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. Or choose our VIP service—an EIN is included.
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.
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 (2019) 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 (2019) 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 between January 1st and March 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.
Rhode Island Corporation FAQs
How can I submit the Rhode Island Articles of Incorporation?
You can file Rhode Island articles online, by mail, or in person. Mailed filings must be submitted to the following address:
Division of Business Services
148 W. River Street
Providence, Rhode Island 02904-2615
How much does it cost to start a Rhode Island corporation?
$230 for up to 75,000,000 shares. (Technically, this is a $70 filing fee and a $160 license fee—the license fee goes up by 1/5 cent per share if you have more than 75 million shares.) If you file online, add on $8 for the state’s “enhanced fee.”
Hire us for a one-time fee of $463, including the state filing fees, a year of registered agent service, a business address and more. Or, pay just $48 out the door with our VIP monthly payment option.
How long does it take to start a Rhode Island corporation?
File your Articles of Incorporation online for 1-2 day processing. Note that there’s an $8 “enhanced fee” for online submissions. If you submit a paper form (either in person or by mail), it will take a bit longer to process—usually an extra day or two. Occasionally, it can take a week or more.
If you hire Northwest to start your corporation, we file online and typically have your Rhode Island corporation formed within 2 days.
Does a Rhode Island corporation need a business license?
There isn’t a singular, general license for Rhode Island corporations. However, the Department of Business Regulation licenses a wide variety of business activities and professions, from breweries to debt collectors. Some business activities require local licenses as well. For instance, most cities and towns license businesses like pawn brokers, laundries, and pool halls.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Rhode Island corporation?
A corporation formed outside of Rhode Island—but which conducts business in the state—is considered a foreign Rhode Island corporation. For example, if you incorporated in Massachusetts but decide to open a storefront in Rhode Island, you would be a foreign Rhode Island corporation. This also means you would need to register with the state by filing an Application for Certificate of Authority with the Rhode Island Secretary of State, Division of Business Services. Foreign corporations are required to file the Rhode Island Annual Report each year as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a Rhode Island nonprofit requires a different form and paying a lower filing fee. Rhode Island nonprofits still pay the state’s corporate income tax, but may qualify for exemption from the state’s sales and use tax. You’re required to file an annual report each year as well.
How can I get a Rhode Island phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Rhode Island Incorporation Service
Our Rhode Island incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $48 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your Rhode Island Articles of Incorporation to the Secretary of State, Division of Business Services. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Rhode Island Division of Business Services has approved your filing, we notify you that your Rhode Island corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.