Register Your Rhode Island Foreign Corporation

Obviously, you’ve already got a business name, but even though that name is registered in your current state, it still needs to be registered in Rhode Island as well.

First, you’ll need to see if the name is available for use in Rhode Island. You can search for your name with the Secretary of State, and if it hasn’t been claimed, you can use it on your Application for Certificate of Authority.

If the name is in use, you’ll need to choose a fictitious name that the business can use in Rhode Island, and include a Fictitious Business Name Statement with your application. Filing the statement carries a $50 fee.

Want to keep your business name usable for future foreign registrations? Applying for a federal trademark for the name can help make it available in all fifty states.

You already should have a registered agent for your corporation in your home state, but you’ll also need one physically located in Rhode Island to do business there. Unless you already know a Rhode Islander who will agree to take on the role, you’ll probably need to hire someone to be your Rhode Island registered agent to receive legal notices on your business’s behalf.

Fortunately, Northwest is up to the job! We can be your business’s one and only registered agent in any state you expand into, and we offer bulk discounts if we’re your agent in five or more states.

Once your business is legal in the new state, you’ll want to be ready to make sales. Forming your business identity — the way you present yourself to your potential clients — can prepare customers for your upcoming products and services.

Maybe you’ve never started getting your business out there. Now’s a great chance to start a business website or get a custom business email address.

Maybe you already have a digital presence, but want to make it easier for out-of-state people to find you and start building awareness and a trustworthy reputation in your new territory. Consider getting a phone service that has the local area code or a local business address to use on documents where possible. Either way, make sure your business has a way to market itself in the new state, especially if you are not opening a brick-and-mortar.

A certificate of good standing proves your corporation isn’t deficient back in its current state: no outstanding taxes due, or being out of compliance. The process for receiving a certificate of good standing depends on your home state.

When you submit the certificate of good standing to the Rhode Island Secretary of State, the certificate must have been issued within 60 days before you file for foreign qualification.

The Application for Certificate of Authority form can be submitted by mail, or you can file online through Rhode Island’s Business Services filing system. Filing costs a minimum of $310, depending on your corporation’s amount of stock.

Your form must include:

• Corporation name
• Home state where incorporated
• Corporation name as registered in Rhode Island
• Copy of a Fictitious Business Name Statement, if necessary
• Date of corporation formation
• Duration of existence, either perpetual or to dissolve on a specified date
• Principal office address
• Registered agent’s name and address
• Business purpose in Rhode Island
• Names and addresses of corporation’s directors (optional, unless required under the laws of the state where the business is incorporated)
• Names and addresses of corporation’s principal officers (mandatory if the corporation’s directors are not required in its incorporating state)
• Number of shares the corporation is authorized to issue, separated by class and value
• Estimated percentage of the corporation’s total property that will be located in Rhode Island during the year after registering for a Certificate of Authority
• Estimated percentage of the corporation’s gross business to be transacted in Rhode Island during the year after registering for a Certificate of Authority
• Copy of certificate of good standing from the corporation’s home state, issued within 60 days before registering in Rhode Island
• Date when the Certificate of Authority will be effective, either immediately upon filing or on a later effective date up to 90 days after the filing
• Dated name and signature of an authorized officer of the corporation affirming the accuracy of this application

Rhode Island does not deliver verification that your Certificate of Authority has been accepted. However, you can search for your business on the Secretary of State’s corporation directory to view and print verification. Filings are processed within two business days of being received.

Once your corporation is listed on the directory, your Certificate of Authority is valid and you have permission to conduct business in Rhode Island!

Your foreign corporation will now have taxes and reports to file independent of the ones you file in your home state.

• Income Tax: Rhode Island has a flat 7% corporate net income tax. The amount due is based off the income you received in Rhode Island. These taxes are due by April 15^th for most filers, but corporations that mark the end of the fiscal year on June 30, income tax filings are due by September 15.
• Annual Report: Your annual report must be filed by May 1st. Filing the Rhode Island foreign corporation annual report costs $50 ($56 for online filings). You can file your report online or by mail.