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Rhode Island Corporation Service We’re Just Not Annoying®

How to Start a Corporation in Rhode Island

To start a Rhode Island corporation, you must file Articles of Incorporation with the Division of Business Services and pay a $230 minimum filing fee. While this filing creates your business, it’s really just the first step to launching your Rhode Island corporation. The complete steps to incorporating in Rhode Island are as follows:

  1. File Rhode Island Articles of Incorporation
  2. Pay the Rhode Island Division of Business Services a minimum of $230
  3. Search for your filing in the Division of Business Service’s Corporation Database and print your confirmation
  4. Get a federal tax ID (EIN) for the corporation
  5. Create Rhode Island corporate bylaws
  6. Take these documents to the bank and get a Rhode Island corporate bank account
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Documents & Forms

How to File Rhode Island Articles of Incorporation

To form a Rhode Island corporation, you file the Articles of Incorporation in the following steps:
Step 1 Choose a name for your new corporation
Step 2 Decide how many shares to authorize and their par value
Step 3 Decide if you want to hire a registered agent service to minimize public disclosures
Step 4 Choose an incorporator to sign and submit your Articles
Step 5 Decide when your new corporation will start
Step 6 Choose an address, email and phone number for the office to contact if needed
Step 7 File online and pay $238 with a credit card (fastest) or mail/submit in person to the Division of Business Services at 148 W River Street, Providence RI 02904-2615 with a check or money order for $230

How Long Does it Take to Start a Rhode Island Corporation?

1-2

Fastest: 1-2 Days

File your Articles of Incorporation online yourself. Note that there’s an $8 “enhanced fee” for online submissions.

2-4

Not Too Shabby: 2-4 Days

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.

4

The Best Option: 4 Days

Instead of filling out pages of paperwork on your own, hire Northwest. Just answer a few simple questions about your business, sit back, and the let our Corporate Guides do the rest.

What is the Cost of 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 Northwest to form your Rhode Island corporation, and your total out-the-door cost is $463. This includes state fees, a full year of registered agent service and loads of tools and forms to help you get your business up and running.

How Much Does a Corporation in Rhode Island Cost Each Year?

Each year, corporations have to file a Rhode Island Annual Report and pay a $50 filing fee ($52.50 online).

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What is a Rhode Island Annual Report?

Your Rhode Island Annual Report is a form you file each year with the Division of Business Services to update your corporation’s information. The report and $50 fee (+$2.50 if filing online) are due March 1st each year.

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. If you’d rather pass this paperwork on to someone else (or if you’re worried you’ll forget to file), hire us. We’ll prepare and submit your Rhode Island Annual Report for $100 plus state fees.

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What are the Taxes for a Rhode Island Corporation?

The Rhode Island corporate net income tax rate is a flat 7%. There’s a minimum tax of $400. S corporations pay the $400 minimum as well. Actually, pretty much 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.”

Rhode Island’s 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.

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Is a Registered Agent Required for a Rhode Island Corporation?

Yes, your corporation must appoint and maintain a Rhode Island registered agent (which the state sometimes calls a “resident agent”). Your agent must be available to accept legal notifications at the Rhode Island street address that you list in your Articles of Incorporation and Annual Reports.

So who should be your agent? You can try to save a few dollars and be your own agent—if you don’t mind publicly listing the address where you’ll be. Public filings are a goldmine of data for solicitors, data-sellers and general busybodies, meaning your privacy will take a bit of a hit (and you’re sure to end up on a bunch of mailing lists). As an agent, you’re also supposed to be regularly available at the address you list. If your business needs have you traveling, attending meetings, running errands or otherwise on the go, it’s tough to serve as your corporation’s agent.

A wiser investment? Hire Northwest. We’ve been providing expert registered agent service to corporations in the 401 for years. We list our Rhode Island address in your public documents, and we’re ready and waiting there so that you can go hit the pavement. Or the beach—we don’t judge. It’s your business, and you should be free to run it however (and from wherever) you want.

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Rhode Island Corporation Versus Rhode Island LLC:

A Rhode Island corporation costs a bit more to start ($230+ vs $150 for an LLC), but costs tend to level out thereafter. Annual Reports and other filings cost the same for both entities. Rhode Island is also pretty evenhanded with state taxes. No matter how your corporation or LLC is taxed, you’ll owe the Division of Taxation a minimum of $400.

Overall, costs are fairly similar. There are other differences to consider though. Corporations and LLCs operate a bit differently, and the best fit often depends on your business goals. Corporations have a familiar, formal structure that can make it easier to manage large businesses with many people and divisions. Corporations also have stock, which can give your business more flexibility to raise capital or lure investors with perks like preferred stock. LLCs, on the other hand, are simpler in design, so they’re popular for small businesses and first time business owners. Leaning toward an LLC? We can help. Here’s information on starting an LLC in Rhode Island.

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Do I Need a Tax ID Number (EIN) for a Rhode Island Corporation?

Yes, your Rhode Island corporation will need to obtain a federal tax ID (also called an “EIN” or “FEIN”). This ID is used to identify your business on federal tax filings, much like a social security number. Most corporations will also need their EIN for other general paperwork, from opening a corporate bank account to applying for permits or licenses.

The IRS issues EINs. You can fill out their free application yourself, or you can skip the paperwork and hire us to get your EIN for you. You don’t even need an extra form—just tick the box that says “EIN service” during checkout when you sign up for our Rhode Island incorporation service.

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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.

Does a Rhode Island Corporation Need Bylaws?

In Rhode Island, your car is going to hit a pothole every now and then (or all the time if your commute takes you past the URI campus). In much the same way, as your business moves forward, you’ll hit a few bumps every now and then too. Little ups and downs are usually pretty manageable, assuming you took the time to iron out all the details for your corporation’s policies and procedures. In other words, things go a lot more smoothly if you give your bylaws the careful consideration they deserve.

When you run into those inevitable hiccups, you need to know what to do and who’s in charge. Who’s authorized to sign a contract or open a bank account? How many board members are needed to vote on a resolution? How are board members and officers replaced? What classes and series of shares come with voting rights? Who can call a meeting? If your policies and procedures are in place, a little problem is less likely to snowball into a major disaster.

Creating bylaws is essential—but where do you begin? Northwest can help you get started on the right foot. When you hire us to form your Rhode Island corporation, we give you free corporate bylaws. We also give you free resolutions, meeting minutes templates and more—everything you need to organize your corporation. Check out the free corporate forms we provide to help corporations form and maintain their businesses.

Rhode Island Articles of Incorporation Requirements

Business Name

Your name must include “Corporation,” “Company,” “Incorporated,” “Limited,” or an abbreviation for one of these words. Tip: Most corporations keep it short and sweet with “Corp” or “Inc.”

Corporation Type

On the paper form, tick “yes” if you’re forming a close corporation. 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 and don’t have as strict of formalities as a regular corporation. For instance, the Rhode Island Business Corporation Act (§ 7-1.2-1701) allows for a close corporation to add provisions or bylaws that would normally be invalid, such as forgoing a board of directors.

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.

Registered Agent

List either an individual Rhode Island resident (such as yourself) or a business (such as Northwest). Tip: We’re fans of Northwest.

Registered Office

This Rhode Island street address is where your registered agent will be available to accept legal notifications on behalf of your business. This address, like all the information in your Articles, will become part of the permanent public record of your corporation. Tip: Hire Northwest and our Rhode Island address will go here.

Rhode Island Incorporator

Your incorporator signs off on your Articles of Incorporation. Some people assume your incorporator has to be a director or officer, but no—it’s just someone you authorize to submit your Articles. You need at least one incorporator, and all incorporators must include their names and addresses. Tip: We’ll be your incorporator when you hire Northwest to form your Rhode Island corporation.

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.”

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.

Corporate Compliance
by Local Corporate Guides®