Rhode Island LLC
Everything You Need to Know About Rhode Island LLCs:
Rhode Island LLC Formation Options
Skip the state fees! Get a Rhode Island LLC and the best of our services today. Includes EIN, hassle-free maintenance, business address & mail forwarding, Privacy by Default®, local Corporate Guide® service, and everything you need to operate at full capacity.
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Sign up for a free account and use our online tools to start your Rhode Island LLC today. Includes Rhode Island LLC formation and maintenance walkthrough and company document creation. All for free.
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How to Start an LLC in Rhode Island
To start an LLC in Rhode Island, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Organization with the Business Services Division. You can file the document online, by mail, or in person. The articles cost $150 to file. Once filed with the state, this document formally creates your Rhode Island LLC.
According to RI Gen L § 7-16-11 (2019), every Rhode Island LLC must appoint a registered agent (also called a “resident 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 LLC. But you’ll need to know if your preferred name is available. To find out, visit http://business.sos.ri.gov/CorpWeb/CorpSearch/CorpSearch.aspx and search until you find the perfect name for your LLC.
Once you know who your registered agent will be and what your LLC name is, you’re ready to file your Rhode Island Articles of Organization. Follow along with our filing instructions below:
Filing the Rhode Island LLC Articles of Organization
Learn more about each Articles of Organization requirement below. Note that the information you provide becomes part of the public record—permanently.
Or skip the form entirely and hire us to form your Rhode Island LLC. 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. Company Name
Your company name must be distinguishable from any name on file with Rhode Island’s Division of Business Services. The company name must include “Limited Liability Company” or an abbreviation like “LLC.”
2. Name and Address of the Resident Agent
Your Rhode Island registered agent (aka “resident agent”) must be available during business hours to accept legal notices for your LLC. You can list yourself, someone else, or a service like Northwest. You’ll also have to list the street address in the state where you’ll be available. Rather not list your personal home or office address on this public form? Our information will go here when you hire us.
3. Tax Designation
You’ll have to tick a box to indicate how you plan to have your business income federally taxed: as a partnership, corporation or disregarded entity. For your federal taxes (if you don’t make any tax election changes), single-member LLCs are taxed as disregarded entities and multi-member LLCs are taxed as partnerships. To be taxed as a corporation, you’ll have to file appropriate paperwork with the IRS.
4. Principal Office Address
This street address is the official address of your Rhode Island LLC. Hire Northwest and you can use our Rhode Island address as your principal address—and better keep your personal info private.
You don’t really have to write anything here, as Rhode Island does the work for you, stating that your LLC “has the purpose of engaging in any lawful business, and shall have perpetual existence until dissolved or terminated in accordance with RIGL 7-16, unless a more limited purpose or duration is set forth in Section 6 of these Articles of Organization.”
6. Additional Provisions
This section is optional, but if you like, you can add additional provisions agreed upon by the members of the LLC to include in the Articles of Organization. For example, if you wanted a specific end date for your LLC, you could include that as an additional provision to your articles.
7. LLC Management
Your Rhode Island LLC can be managed by either members or managers. In a member-managed LLC, members share the decision-making power, much like a partnership . If you don’t plan to run the day-to-day operations, however, you can turn that decision-making power over to one or more managers (who don’t have to be members). If you have managers, you’ll need to provide all their names and addresses. When you hire Northwest, you’re free to use our business address here and throughout your articles.
8. Effective Date
Your Rhode Island LLC can either start upon filing or you can choose a specific date within 90 days (such as the beginning of a new tax period).
9. Authorized Signature
An authorized person MUST sign and date the form. Your authorized person is the person with permission to form and submit your Articles of Organization. The authorized person doesn’t have to be a member or manager, but they do have to include their name, address and signature. When you hire Northwest, we’ll be your authorized person.
Why Have a Registered Agent Form Your Rhode Island LLC?
Professionals in Rhode Island hire registered agent services like Northwest Registered Agent to start an LLC—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 office is located in Barrington, RI. We’re on a first name basis with the people who work in Rhode Island’s 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 LLC’s formation documents. Why? If you’re starting a business from your apartment in Providence, 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 formation 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 LLC 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 LLC Is Formed?
After your Rhode Island Articles of Organization are approved, you still have a few more important steps to take, including getting an EIN, drafting an operating agreement, opening a bank account, funding the LLC and learning about state reporting and tax requirements.
Get an EIN
An EIN (“Employer Identification Number”) is a federal tax ID assigned to your business by the IRS. The IRS uses your EIN to easily identify your business on tax filings.
Does a Rhode Island LLC need an EIN?
You’ll need an EIN if you want to hire employees or if you submit certain federal tax filings like Alcohol/Tobacco/Firearms returns. You may also need an EIN to open a business bank account, establish credit with a vendor or fill out local tax forms. You might as well get one, especially since they’re free from the IRS.
How do I get an EIN for my LLC?
You can apply for an EIN directly from the IRS at no cost. Most businesses are able to apply online, but if you don’t have a social security number, you’ll need to apply with a paper form. Want one less thing to do? Add on EIN service when you hire us, and we’ll get your EIN for you. Or choose our VIP service—an EIN is included.
Write an LLC Operating Agreement
Operating agreements put into writing how your business actually operates—how much each member invested, how profits and losses will be allocated, how voting works, and what happens if there’s a dispute or if the whole business (knock on wood) falls apart.
Do I need an operating agreement for a Rhode Island LLC?
Rhode Island doesn’t legally require a written operating agreement. According to state statute RI Gen L § 7-16-2 (2019), an agreement can be oral. However, getting key processes, procedures and information in writing is always a good idea.
Your operating agreement is your most critical internal document. Some Rhode Island LLCs fall into the trap of thinking “Rhode Island doesn’t require me to write out an operating agreement or even submit it to the state, so it must not be important,” but that couldn’t be further from the truth. Sure, Rhode Island isn’t concerned with every exact detail of how you run your business, but for you, that’s EVERYTHING.
What should be in an operating agreement?
An operating agreement should explain how the business will handle “big picture” situations—everything from allocating profits and losses to dissolving the business. Below is a list of common topics that operating agreements should cover.
Profits, losses, and distributions
Voting rights, decision-making powers, and management
Transfer of membership interest
Dissolving the business
Your operating agreement can cover pretty much anything as long as it isn’t contrary to Rhode Island law. For example, RI Gen L § 7-16-21 (2019) goes over the basic duties of the members of the LLC, as well as lays out voting rights and procedures for LLC members, including what can be modified in your operating agreement.
How do I write an operating agreement?
To write an operating agreement, you need to address how your business will handle money, members, votes, management, and more. Not sure how to get started? At Northwest, we’re here to help your LLC get off on the right foot. When you hire us, we provide your business with a free LLC operating agreement, specific to your management style. We’ve spent years developing these agreements and other free LLC forms—which have been used by over a million LLCs.
Open an LLC Bank Account
Your LLC needs its own bank account. Why? An LLC gets its limited liability from being a distinct entity, separate from its members. If you mix personal and business finances, you could lose your liability protections.
How do I open a bank account for my Rhode Island LLC?
To open a bank account for your Rhode Island LLC, you will need to bring the following with you to the bank:
A copy of the Rhode Island LLC Articles of Organization
The LLC operating agreement
The LLC’s EIN
If there are multiple members in the LLC, you may also want to bring an LLC resolution to open a bank account that states that the person going to the bank is authorized by the members to open the account in the name of the LLC. Northwest can help with this as well—LLC bank resolutions are one of the many free legal forms we provide to ensure you can get your LLC started fast.
Fund the LLC
Time to put some money in that new LLC bank account. What money? For starters, your initial contributions to your LLC’s capital. LLC members are owners, and each owner needs to pay for their membership interest to fund the LLC.
What is membership interest?
Membership interest is your percentage of ownership of the LLC. Membership interest is normally proportionate to your investment. So how does this work?
Imagine your LLC has 5 members. 4 members each invest $1,000 in the business. One member invests $6,000. The total contribution of all members is $10,000. The 4 members each own 10% of the business. The moneybags member who shelled out $6,000 owns 60% of the business.
Typically, this also means that the 4 members would each get 10% of any profits, and moneybags would get 60%. Exactly how profits and losses are allocated, however, can be adjusted in the operating agreement as long as changes are in line with IRS requirements and Rhode Island laws.
File Rhode Island Reports & Taxes
Rhode Island LLCs are required to file an annual report each year. The annual report is basically a yearly checkup by the state. Rhode Island just wants to know if anything has changed within your LLC, from members, to your registered agent, contact information, addresses, and more. Beyond the annual report, Rhode Island LLCs are also subject to state tax filing requirements.
How much is the Rhode Island Annual Report fee?
The fee for the Rhode Island LLC Annual Report is $50. Add a $2.50 processing fee if you file online.
When is the Rhode Island Annual Report due?
Your Rhode Island LLC Annual Report is due November 1st. You’ll have to pay a late fee of $25 if your form isn’t received by December 1st. The unusual filing date (seriously, why November 1st?) means plenty of LLCs forget to file and end up paying more than they need to—but Northwest will help you remember.
When you sign up for Northwest, we send you reminders for your annual report due dates. Want one less thing to worry about? With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about Rhode Island LLC taxes?
The Rhode Island personal net income tax rates are:
3.75%: $0 to $65,250
4.75%: $65,251 to $148,349
State sales tax is a flat 7% across the state—cities and counties don’t tack on any additional sales tax.
All Rhode Island LLCs are required to pay at least a minimum annual tax of $400 to the Rhode Island Division of Taxation. This tax is owed whether or not business is actually conducted or a profit is made. The minimum annual tax is NOT pro-rated, which means if you are only open for the last week of the year or the entire year, you will still owe the full amount.
So what is this tax for? Leveling the playing field—without this tax, businesses taxed as corporations would pay much more in state taxes than traditional LLCs. Under this tax, LLCs taxed as partnerships or disregarded entities have to pay a fee “equal to the minimum business corporation tax,” which is $400. S corporations just owe the $400 minimum tax, and regular corporations owe $400 or more.
Rhode Island LLC FAQs
How can I submit the Rhode Island LLC Articles of Organization?
You can file Rhode Island articles online, by mail, or in person. Mailed and in-person 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 LLC?
The state filing fee for your Rhode Island LLC Articles of Organization is $150. If you file online, there’s also an “enhanced” fee of $6.
Hire Northwest and your total, out-the-door cost is $381, including state filing fees, registered agent service, lifetime customer support, and loads of useful forms and resources to get your Rhode Island LLC up and running. Or, pay just $48 out-the-door with our VIP monthly payment option.
How long does it take to start a Rhode Island LLC?
The state of Rhode Island does not offer expedited processing of the Articles of Organization, but with their 2 day turnaround time for filing online (2-3 days for mailed filings), you won’t have to wait long to have your fully fledged LLC. Walk-in filers can be in and out in a few hours.
If you hire Northwest to start your LLC, we file online and will have your Rhode Island LLC formed within 2 business days.
Does a Rhode Island LLC need a business license?
There is no all encompassing business license for the state of Rhode Island. Rules for business registration vary depending on location and what jobs the business performs. Professionals in the state, such as doctors, lawyers, and accountants, are regulated and need to register with Rhode Island’s Department of Business Regulation. Additional fees and licensing may be required, especially for businesses that sell food or alcohol. We recommend checking with your jurisdiction to make sure that you and your business are staying in good standing with the law.
Need an EIN or a certified copy of your formation docs for your license applications? Northwest can help. You can easily add on these items to your LLC formation order.
Can a Rhode Island LLC help me live more privately?
We certainly can. No one wants their private information in the public eye, which is why when we form your Rhode Island LLC, we let you list our address on every public document allowable. This shrinks your public footprint, and helps you live more privately. Check out our page on living privately with an LLC to learn more.
What is a foreign Rhode Island LLC?
A foreign Rhode Island LLC is any LLC formed outside of Rhode Island but registered to do business in the state. For example, if you formed an LLC in Massachusetts but wanted to conduct business in Rhode Island as well, you would register as a foreign LLC in Rhode Island. In order to register a Foreign LLC, you would need to file an Application for Registration with Rhode Island’s Division of Business Services. You can only file this by mail or by walking your paperwork in. Like domestic LLCs, foreign LLCs in the state have to file Rhode Island Annual Reports. Northwest can register your foreign Rhode Island LLC for you today!
How can I get a Rhode Island phone number for my LLC?
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 LLC, and maintaining service is just $9 monthly after that. No contract required.
How to Order LLC Formation Service
Our Rhode Island LLC formation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
With Northwest, we give you flexibility on how to pay. You can pay all the fees up front (this includes one 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.
We’ll prepare your Rhode Island Articles of Organization and send them to the Secretary of State, Division of Business Services for approval. 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 LLC has been legally formed. You can now take any necessary next steps, like getting an EIN and opening a bank account.