How to start an LLC in Rhode Island in 2024

Brynne Conroy

BLUEPRINT

Updated 8:46 a.m. UTC June 19, 2024

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Establishing your business as an LLC provides you with limited liability protection. This means your personal assets — such as your home, vehicles and bank account — cannot be seized to pay a business debt if your LLC is sued or files for bankruptcy. There are seven steps to start an LLC in Rhode Island:

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7 steps to start an LLC in Rhode Island

1. Choose a name for your LLC

Before you can form your business, you must choose a name. Read our business naming guide for guidance on choosing an appropriate business name.

Once you’ve landed on a name, ensure it’s not already registered to another Rhode Island company by running it through the Rhode Island Department of State corporate database. If you find that your name is already in use, you can distinguish your name and try again by referring to Rhode Island’s name distinguishing guidelines.

If you are not going to immediately form your business, you may want to reserve the name in the meantime. In Rhode Island, you can reserve a business name for 120 days through the Rhode Island Secretary of State’s business services online filing system. Reserving an LLC name requires a $50 filing fee.

2. Select a registered agent

All LLCs in Rhode Island must select a registered agent when filing their company formation paperwork with the Rhode Island Secretary of State. Your registered agent must be an individual or an entity that is physically located in the state.

While you can take the role on yourself, the duties associated with serving as a registered agent can be burdensome. That’s why a lot of businesses outsource the responsibility to a professional registered agent service. Check out our best registered agent services list to learn more about these services.

3. Create an operating agreement

Rhode Island doesn’t require an operating agreement. However, we recommend all LLCs create one.

“Having an operating agreement is vital in proving ownership of an LLC, as ownership information is never recorded in the corporate record held by the RI Department of State,” says Kristen Cordeiro, Deputy Director of Business Services at the Rhode Island Department of State.

“LLCs will often have to prove ownership when opening a business bank account, applying for business funding or pursuing certification as a woman-owned, minority-owned or veteran-owned business enterprise in Rhode Island.”

If you choose to create an operating agreement for your business, you’ll want to do so before registering with the state. That’s because the application includes a section for you to input information from your operating agreement. This step can help override Rhode Island state rules regarding LLC operations that may contradict your LLC’s or its members’ interests.

4. File your LLC articles of organization

To legally form your LLC in Rhode Island, submit an LLC articles of organization form by clicking “new entity” on the Rhode Island business services online filing system page. Doing so will also register your business name and officially designate your registered agent. The fee to file is $150, and all paperwork is processed within three to five business days.

Before moving on to the next step, you must confirm your articles of organization have been approved. You can do so by visiting the Rhode Island Secretary of State’s filing confirmation/rejection page.

New LLC reporting requirement alert

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) has implemented a new reporting requirement for all non-exempt LLCs starting on January 1, 2024.

The requirement is called the Beneficial Ownership Information (BOI) report and it is estimated to only take about 20 minutes to complete.

Here’s what you need to know:

LLCs formed before January 1, 2024 have until January 1, 2025 to file.

LLCs formed between January 1, 2024 and January 1, 2025 have 90 days to file from the confirmed date of the businesses’ registration.

New LLCs formed after January 1, 2025 will have 30 days to file from the confirmed date of formation.

For all details, FAQs and to file, visit FinCEN’s BOI website.

5. Get an EIN from the IRS

Once you receive your LLC formation confirmation from the state of Rhode Island, the next step is to get an employer identification number (EIN) from the IRS. In this process, the IRS assigns an EIN to your business to identify it for tax administration purposes. The application is free to file online and only takes about 15 minutes to complete.

6. File an annual tax filing

All LLCs registered in Rhode Island need to pay the $400 annual tax imposed on all Rhode Island LLCs by the Rhode Island Division of Taxation.

“The annual charge is owed regardless of whether the LLC has made a profit, broken even or taken a loss, and will continue to be owed every year until the LLC formally dissolves the entity by filing the appropriate paperwork with the RI Department of State,” says Cordeiro.

This tax must be paid yearly by filing an annual tax return. To do so, LLCs that are pass-through entities must file Form R1-1065 to pay the tax by March 15 and LLCs that are taxed as a corporation (such as an S corp) must file form RI-1120C by April 15. Current versions of these forms can be found on the Rhode Island Division of Taxation corporate tax forms page.

7. File your annual report

In addition to paying annual state taxes, you’ll need to file an annual report with the Department of State. This form is used to update your business information with the state.

The form is due between February 1 and May 1 of each year, starting the calendar year after registering your LLC with the Rhode Island Department of State. You can file this report online. To sign in, you must obtain your customer identification number (CID) and PIN from your formation confirmation paperwork. The filing fee is $50 plus a $2.50 online service fee. If you file after June 1, there will be a $25 late fee and $3 online processing fee.

Featured LLC service offers

ZenBusiness

Learn More

Via ZenBusiness’ website

Free version available

Yes

Lowest published package price

$199

Live chat

Yes: Human

LegalZoom

Learn More

Via LegalZoom’s website

Free version available

Yes

Lowest published package price

$249

Live chat

Yes

Northwest Registered Agent

Learn More

Via Northwest’s website

Free version available

Lowest published package price

$39

Live chat

Yes

Find the best LLC services for Rhode Island: Best LLC services of 2024

Frequently asked questions (FAQs)

No, there is no way to get around the $150 state filing fee to register your LLC in Rhode Island. However, if you want a little extra help filing, many of the best LLC services offer bare-bones LLC formation packages for no cost.

Other fees you may have to pay as you start your Rhode Island LLC include fees to reserve a business name, hire a registered agent and file your annual report.

Read our guide to learn more about the costs of starting your LLC.

Yes, Rhode Island LLCs are subject to a $400 tax on an annual basis, regardless of whether or not the business turns a profit. However, other taxes on profits are passed through the entity to individual members to be paid on their personal income tax returns.

Yes, you must have a registered agent in the state of Rhode Island. While you can fulfill this role yourself, you may find it’s worth paying one or two hundred dollars a year to hire one of the best registered agent services. That way, you can avoid burdensome tasks such as being physically available at your place of business to sign for documents yourself.

Yes, Rhode Island LLCs must file annual reports between February 1 and May 1 each year. The annual filing fee is $50. You will also be charged a $25 late filing fee if you don’t file on time.

First, refer to your operating agreement and follow its instructions for dissolving your LLC. In Rhode Island, you must also file an articles of dissolution form with the Rhode Island Secretary of State. You can file online for $50.

Tip: Do not forget to file the articles of dissolution. You’ll owe the $400 LLC tax every year until you file for dissolution.

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Brynne Conroy

BLUEPRINT

Brynne Conroy has over 12 years of experience writing about money, with a particular focus on women's finances and small business lending and credit products. Her debut book was an Amazon #1 New Release across multiple categories, and she has been awarded a PEN America grant for the body of her work in the field. Find her bylines on LendingTree, Her Agenda, GoBankingRates, and Business Insider, and features on MSN Money, Jean Chatzky's HerMoney, and Yahoo Finance.

Alana Rudder

BLUEPRINT

Alana is the deputy editor for USA Today Blueprint's small business team. She has served as a technology and marketing SME for countless businesses, from startups to leading tech firms — including Adobe and Workfusion. She has zealously shared her expertise with small businesses — including via Forbes Advisor and Fit Small Business — to help them compete for market share. She covers technologies pertaining to payroll and payment processing, online security, customer relationship management, accounting, human resources, marketing, project management, resource planning, customer data management and how small businesses can use process automation, AI and ML to more easily meet their goals. Alana has an MBA from Excelsior University.