Register a Rhode Island Foreign LLC
A Rhode Island foreign LLC is an LLC that wasn't formed in Rhode Island but wishes to conduct business there. To successfully register a foreign LLC in Rhode Island, you'll need to file an Application for Registration for a Foreign Limited Liability Company with Rhode Island's Department of State, along with a $150 filing fee. Rhode Island law doesn't define what it means to do business in the state, but in general, you'll need to register as a foreign LLC if your business owns or leases Rhode Island property, hires and pays employees, or sells retail goods or services in Rhode Island.
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How to Register a Foreign LLC in Rhode Island
To qualify as a foreign LLC in the Ocean State (or “Little Rhody,” if you prefer its less formal nickname), you’ll need to file the Application for Registration for a Foreign Limited Liability Company with the Rhode Island Department of State (DOS). This guide shows you how to register as a foreign LLC in Rhode Island.
1. Obtain a Certificate of Good Standing
You will need a Certificate of Good Standing from your company’s formation state. The certificate must be dated no more than 60 days from when you file for Rhode Island foreign LLC registration. The certificate informs Rhode Island that your business has paid its dues and complies with state laws. A Certificate of Good Standing is also known as Legal Existence, Letter of Status, and Certificate of Status.
How do I get a Certificate of Good Standing?
You can get a Certificate of Good Standing from the appropriate governing body in your state. For example, if you formed your LLC in Texas, you would get the Certificate of Good Standing from the Texas Comptroller of Public Accounts. If you formed your LLC in Florida, you would get the certificate from the Florida Division of Corporations.
2. Appoint a Rhode Island Registered Agent
Your Registered Agent in Rhode Island must be a Rhode Island resident or entity that accepts legal and business mail on your LLC’s behalf. Your Rhode Island registered agent must have an office address in Rhode Island (not a P.O. box) and operate during normal business hours.
Can I be my own registered agent for my Rhode Island foreign LLC?
You can, but only if you are a resident of Rhode Island. You can appoint a friend or someone you know who lives in Rhode Island, but most business owners find it more convenient to use a Registered Agent Service.
Why hire a registered agent service?
A registered agent service can help protect your privacy by allowing you to use their address on your LLC’s Rhode Island registration documents instead of your own.
3. Complete the Application for Registration
To register your foreign LLC in Rhode Island, you must complete the Application for Registration for a Foreign Limited Liability Company. Then, submit it to the State of Rhode Island, Department of State – Business Services Division. You’ll need to include the following information:
- LLC’s name (it must match what’s on your Certificate of Good Standing, unless you’re using a “doing business as” name)
- LLC’s state of formation
- LLC’s Articles of Organization filing date
- Rhode Island registered agent’s name and office address
- LLC’s specific purpose for conducting business in Rhode Island, such as “marketing services for law firms”
- LLC’s members or managers who will operate the LLC
- dated signature
Don’t forget to include your Certificate of Good Standing.
If you’re ready to get started, Register Your Rhode Island Foreign LLC with Northwest.
How much does it cost to register a foreign LLC in Rhode Island?
It costs $150 to register a Rhode Island Foreign LLC.
How do I file my foreign LLC registration application?
You can file your application by mail, in person, or through email.
Upload a scanned copy of your Application for Registration for a Foreign Limited Liability Company document and Certificate of Good Standing to firstname.lastname@example.org. Mail in a check of $150 to the Business Services Division after sending your email.
By Mail or In Person:
Business Services Division
148 W. River Street, Ste. 1
Providence, RI 02904
Do foreign LLCs need to file Articles of Organization?
No. Foreign LLCs do not need to file LLC Articles of Organization. Articles of Organization are only filed to form a domestic LLC.
4. Find Foreign Registration Documents Online
After submitting your Application for Registration for a Foreign Limited Liability Company, you may monitor its status on Rhode Island’s Secretary of State’s Corporate Database and Filing Confirmation/Rejection portal to verify your application was processed successfully.
How long will it take for Rhode Island to approve my foreign LLC registration application?
Foreign LLC applications take about 5 business days to be processed.
Rhode Island Foreign LLC Registration FAQ
How do I amend my Rhode Island foreign LLC?
To amend your Rhode Island Foreign LLC, you’ll need to file an Amendment to an Application for Registration of a Foreign Limited Liability Company and pay a $50 filing fee.
Will a Rhode Island foreign LLC need to file an annual report?
Yes. You must file a Rhode Island annual report each calendar year, following your first year of foreign registration. Annual report filing occurs between February 1st and May 1st. Failing to submit an annual report may result in your certificate of registration being revoked. The filing fee for a foreign LLC annual report is $50. There is an enhanced access online fee of $2.50.
The Rhode Island Department of State has a 30-day grace period for late annual reports that are filed after the due date. If you file your annual report after this 30-day period, there is a late filing fee penalty of $25 and an increased online filing fee of $3 should you file it online.
What does doing business mean in Rhode Island?
Rhode Island’s statutes do not provide a a comprehensive definition of what constitutes doing business in their state. But typically, if your business owns or leases property, pays employees, sells goods or services, or applies for professional licenses in Rhode Island, it is safe to say your business is doing business in Rhode Island and needs to register as a foreign LLC. Rhode Island law does break down what it does not consider doing business in Rhode Island. A few examples of what is not doing business in Rhode Island are:
- handling a legal or arbitration proceeding, dispute, or settlement
- holding members-meetings regarding internal affairs
- soliciting orders when your Rhode Island contract requires out-of-state acceptance first
- taking steps to gather evidence of debt, mortgage, liens, or security interest on real or personal property in Rhode Island
- being involved in interstate commerce
- engaging in an isolated transaction that can be completed within 30 days and that doesn’t require repeated transactions
- acting as a general partner of an LP that filed a Certificate of Limited Partnership in Rhode Island
- being a member of an LLC or foreign LLC that’s registered with the Rhode Island Secretary of State
For more information, check out our What Does It Mean To Do Business in another State article.
How does Rhode Island tax foreign LLCs?
Your foreign LLC in Rhode Island is taxed as a pass-through entity by default. However, your foreign LLC can elect to be taxed as a C-corporation or S-corporation (another type of pass-through entity) through the IRS.
If your foreign LLC is taxed as pass-through tax type, you must pay a minimum of $400 to the Rhode Island Division of Taxation for business-related taxes by April 18th. You must pay this tax even if your LLC did not make a profit or conduct business that year.
For more information on taxes, check out our Rhode Island tax guide.
How do I withdraw my foreign LLC from Rhode Island?
If you’re done doing business in Rhode Island, you’ll need to file a Certificate of Cancellation of a Foreign Limited Liability Company by mail or online. The filing fee is $75.