How To Start A Nonprofit In Rhode Island
To start a nonprofit corporation in Rhode Island, you must file Articles of Incorporation for a Non-Profit Corporation with the Rhode Island Business Services Division. You can submit your nonprofit’s articles online, in person, or by mail. The articles of incorporation cost $37.50 to file. Once filed with the state, the articles of incorporation officially create your Rhode Island nonprofit corporation, but truly preparing a nonprofit to pursue its mission involves several additional steps.
Starting a Rhode Island Nonprofit Guide:
- Choose your RI nonprofit filing option
- File the RI nonprofit articles of incorporation
- Get a Federal EIN from the IRS
- Adopt your nonprofit’s bylaws
- Apply for federal and/or state tax exemptions
- Apply for any required state licenses
- Open a bank account for your RI nonprofit
- Submit the RI nonprofit annual report
Rhode Island Nonprofit Filing Options
Free PDF Download
Download the Rhode Island Nonprofit Articles of Incorporation. Complete the form and submit it to your state.
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RI Nonprofit Articles of Incorporation Requirements
To incorporate a Rhode Island nonprofit, you must complete and file Articles of Incorporation for a Non-Profit Corporation with the Rhode Island Business Services Division. See the instructions below and click on any number to see what information is required in the corresponding section of the form.
Your nonprofit’s name must be distinguishable from other business entities on record with the RI Secretary of State. We recommend doing a preliminary name availability search at the RI Secretary of State’s website.
Your nonprofit’s lifespan will be “perpetual” unless you specify a date for its dissolution.
Describe your nonprofit’s purpose. If your organization intends to seek 501(c)(3) federal tax-exempt status, your statement of purpose should include the specific language and provisions required by the IRS for tax-exempt entities.
You may include any additional (lawful) provisions of your own for the governance of your nonprofit. If your organization intends to seek 501(c)(3) tax-exempt status from the IRS, be sure your articles include an appropriate dissolution of assets provision. Your nonprofit’s income and assets should never serve to enrich its directors, officers, or members beyond reasonable compensation for services rendered.
Include the name and Rhode Island street address (not a PO box) for your nonprofit’s registered agent. Your registered agent is the individual or business entity authorized to receive service of process (legal notices) and other official state mail on behalf of your nonprofit. When you hire Northwest as your Rhode Island registered agent, our information goes here.
List the names and addresses of your nonprofit’s initial board of directors (at least three).
Include the name and address of at least one incorporator. An incorporator doesn’t need to be part of your nonprofit. This is simply the individual who prepares, signs, and dates your articles of incorporation. When you hire Northwest to incorporate your nonprofit, we’ll be your incorporator.
An effective date is the official date of your nonprofit’s creation. Your nonprofit’s effective date will be the date the state files its articles unless you specify otherwise. You can set an effective date up to 30 days after the state files your articles.
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. When you hire Northwest to form your Rhode Island nonprofit, we'll put our information here.
How Much Does It Cost to Incorporate a Rhode Island Nonprofit?
Rhode Island charges $37.50 to file nonprofit articles of incorporation. When you hire Northwest to form your Georgia nonprofit, the total cost, which includes a full year of our registered agent service, is $262.50 for 2-day filing.
How Long Does It Take To Start a Rhode Island Nonprofit?
It will take Rhode Island around a week (7 business days) to process articles submitted online or by mail. If you deliver your articles in person to the Rhode Island Business Services Division, however, you can get your articles processed that day. When you hire Northwest to incorporate your nonprofit, we will file your articles online, and you’ll typically hear back from the state within 2 business days.
Does a Rhode Island Nonprofit Need a Registered Agent?
Yes, Rhode Island requires your nonprofit to appoint a Rhode Island registered agent. A registered agent keeps a Rhode Island office (a “registered office”) at which the state can deliver service of process on behalf of your nonprofit. Basically, a registered agent provides an open channel for the state to communicate with your organization in case it ever gets sued.
You can do the job yourself, but we don’t recommend it. A registered agent must be available during normal business hours at a Rhode Island street address specified on your articles of incorporation, a task that can easily interfere with your ability to manage and grow your new nonprofit. And since your articles of incorporation is a public document, whatever address you list there goes into the public record. List your own office or home address, and you can expect excessive junk mail and unwanted solicitors showing up at your door.
A better solution? Hire Northwest to serve as your registered agent. When you hire Northwest, you can leave the endless waiting to us. And if we ever do receive a service of process from the state, we’ll scan it and send it to you on the day we receive it.
Part 3: Get a Federal Employer Identification Number (EIN)
A federal employer identification number (FEIN or EIN) is a lot like an individual’s social security number, and your nonprofit can’t get by without one. You’ll need an EIN to open a bank account for your nonprofit, to apply for 501(c)(3) federal tax-exempt status, and to establish credit with vendors and potential donors. You can apply for an EIN on the IRS website after the state approves your articles of incorporation (fax and mail options are also available). Or you can add on Northwest’s convenient EIN service for an additional $50 fee at checkout, and we’ll get your nonprofit’s EIN for you.
Hold Your Organizational Meeting & Adopt Bylaws
Rhode Island requires your nonprofit to create and adopt corporate bylaws, and you should do so at your nonprofit’s organizational meeting (its first official meeting after incorporating with the state). You won’t file your nonprofit’s bylaws with the Rhode Island Secretary of State, but other state agencies may want to look at them for various reasons, and you’ll need ratified bylaws to open a bank account for your nonprofit. The IRS will also expect you to ratify your nonprofit’s bylaws before submitting an Application for Recognition of Exemption if or when you apply for 501(c)(3) federal tax-exempt status.
Bylaws are important because they govern your organization’s internal affairs—setting out in advance, for example, the tenure of its directors, the responsibilities of its officers, and a host of other details important to your nonprofit’s operations. For these reasons and more, corporate bylaws are your nonprofit’s most essential internal document.
Writing effective bylaws isn’t easy, which is why Northwest provides an adaptable template for writing nonprofit bylaws, as well as numerous other free nonprofit forms, when you sign up for our registered agent service.
Apply for Federal and/or State Tax Exemptions
Will My Rhode Island Nonprofit Be Tax-Exempt?
Not automatically. First, you’ll need to seek 501(c)(3) federal tax-exempt status from the IRS. To do so, you’ll submit an Application for Recognition of Exemption—a lengthy, complex application that allows the IRS to examine your nonprofit’s structure and purpose. To qualify, your nonprofit must permanently dedicate itself to the exclusive pursuit of one or more purposes recognized by the IRS. If your organization decides to go this route, make sure your articles of incorporation include the specific tax-exempt language and provisions required by the IRS. Learn more at Northwest’s Guide to 501(c)(3) Tax-Exempt Status.
What About Rhode Island State Tax Exemptions?
Even if your nonprofit succeeds at getting 501(c)(3) tax-exempt status from the IRS, it will still pay the state’s corporate income tax, but your organization may qualify for an exemption from the state’s sales and use tax so long as it applies to the Rhode Island Department of Business Regulation. Learn more at Northwest’s guide to Rhode Island state tax exemptions.
Obtain Rhode Island State Licenses
Does a Rhode Island Nonprofit Need a Business License?
Rhode Island doesn’t have a statewide, general business license, but the Department of Business and Regulation licenses numerous types of business activities. It’s best to check the Department’s website to determine which (if any) if your nonprofit’s activities require state licenses.
You will also likely need to submit a Business Application and Registration with the Rhode Island Department of Taxation, particularly if you make sales or will have employees.
Should My Nonprofit Register as a Rhode Island Charity?
If your nonprofit will solicit donations, you’ll likely need to register as a Rhode Island charity with the RI Department of Business Regulation (there are some exceptions). There is a $90 registration fee (plus a $3 fee if you file online), and you must register as a charity before soliciting donations in Rhode Island. The annual renewal fee is also $90, and the renewal deadline is the anniversary of your initial registration.
Open a Bank Account for Your RI Nonprofit
To open a bank account for your Rhode Island nonprofit, you will need to bring the following items with you to the bank:
- A copy of your Rhode Island nonprofit articles of incorporation
- A copy of your nonprofit’s bylaws
- Your Rhode Island nonprofit’s EIN
It’s wise to call your ahead of time to check its requirements. Some banks may require you to bring a resolution authorizing you to open a bank account in your nonprofit’s name (particularly if your nonprofit has several directors and/or officers).
Submit the RI Nonprofit Annual Report
Rhode Island requires nonprofits to submit an annual report to the RI Secretary of State each year (with a submission window of June 1-30). An annual report is basically a form that updates or confirms your nonprofit’s information as it appears on the state’s records, including your corporate name and registered agent information. You can submit your annual report by mail or online, and there is a $20 filing fee.
If you’d rather not keep up with this report or its deadline, you’re in luck. When you hire Northwest, you can add our Rhode Island Annual Report Service for an additional fee.