How to Start an LLC in Rhode Island

A Rhode Island LLC is one of the most simple, cost-effective, and quick business structures to form. Even so, navigating the formation process can seem daunting without clear guidance and an actionable plan.

In this How to Start an LLC in Rhode Island guide, we’ll break down everything you need to know to form your LLC, from the steps you’ll need to take to get started to maintaining your structure.

Rhode Island LLC

In order to form an LLC in Rhode Island, you’ll need to complete the following steps:

1. Name Your Rhode Island LLC
2. Pick a Rhode Island Registered Agent
3. Submit Your LLC’s Articles of Organization
4. Create a Rhode Island LLC Operating Agreement
5. Get an EIN
6. File Your BOI Report

In the sections below, we’ve broken down each of these steps in more detail.

Step 1: Name Your Rhode Island LLC

The first thing you’ll need to do before getting started is picking the right name for your LLC. This is important because your business’s name will need to represent your brand accurately, as well as be as memorable as possible.

In Rhode Island, your LLC name must be “distinguishable upon the record” of all other names in the Rhode Island Secretary of State’s Corporate Database.

This means that the Secretary of State will not approve names that are too similar to existing ones, such as:

• Names that differ only in articles (e.g., “The Cleaning Service” vs “Cleaning Service”, etc)
• Names that use plural or singular forms of the same word (e.g., “City Girl” vs “City Girls”, etc)
• Names that are obvious misspellings of the same name (e.g., “Quick Print” vs “Kwick Print”, etc)
• Using an abbreviation in place of a full name (e.g., “NE Industries, Inc.” vs “Northeast Industries, Inc.”, etc)
• Minor variations in a word (e.g., “Finance Specialists, Inc.” vs “Financing Specialists, Inc.”, etc)
• Changes in business entity type within the name (e.g., “Widget Makers, LLC” vs “Widget Makers, Inc.”, etc)
• The addition of numbers unless specifically allowed (e.g., “First Quality Bakery” vs “Quality Bakery 1”, etc)
• Differences in punctuation, capitalization, or spacing (e.g., “Kid’s Korner” v. “Kids’ Korner” or “Kids Korner”, etc)

Keep in mind that even though picking an LLC name in itself has no cost, there are certain fees that can be associated with the overall process.

Reserve an LLC Name

If you’re not yet ready to launch your business and still need a little more time, you can choose to reserve your desired LLC name for later.

You can reserve your LLC name by submitting an Application for Reservation of Entity Name form to the Rhode Island Secretary of State.

This can be done either online or by mail and requires a filing fee of $50.

This will keep anyone from being able to take the name you plan to use for 120 days.

If you need any longer than this, you will need to repeat the process once your current name reservation expires.

Note: While it’s not a legal requirement, we strongly recommend conducting a preliminary search for your desired LLC name using the RI Department of State Corporate Database. This will ensure that you do not waste money attempting to reserve a business name that’s not available.

Register a DBA Name

Another potential cost associated with naming your LLC is a “doing business as” (or DBA) name — known as a Fictitious Business Name in Rhode Island. This is essentially a nickname that you can choose to register for your business to operate under — particularly if you’re not content with your LLC’s legal name.

Registering a DBA name can be done by filing a Fictitious Business Name Statement with the Secretary of State and paying a $50 fee.

Note: Fictitious business names in Rhode Island do not have an expiration date and as such do not actually need to be renewed.

Buy a Domain Name

Finally, you’ll want to focus on securing a good domain name (which is your website’s URL address) for your business. For this, try to focus on choosing one that’s easy for customers to remember, relevant to your business, and accurately reflects your brand.

After confirming the domain name you want to use is actually available, you can purchase it through a trusted registrar.

Step 2: Pick a Resident Agent

The next step you’ll need to take toward forming your LLC is to pick a registered agent — known as a resident agent in Rhode Island.

This is an individual or business entity that accepts legal correspondence on behalf of your business, such as service of process, notice of lawsuits, and official government communications; you’ll be required to continuously maintain one as long as your LLC is active.

Your resident agent will need to satisfy the following requirements in order to be appointed: 

• The agent must be either a Rhode Island resident or a Rhode island business that is authorized to operate within the state
• The agent must have a physical street address in Rhode Island (known as the Registered Office). P.O. Boxes are not acceptable
• The agent needs to be physically present at their specified address during normal business hours in order to accept legal documents

Note: You can choose to act as your own registered agent if you’re looking to save money — though we don’t typically recommend this as you’re much more likely to suffer fines and penalties due to non-compliance than if you just hire a professional service.

On top of this, you’ll lose any anonymity your LLC would have given you since your name, address, and contact information will be publicly available.

Note: To have a look at some of our other top recommendations, you can also check out our Best Registered Agent Service of 2024 guide.

Step 3: Submit Your LLC’s Articles of Organization

In Rhode Island, the Articles of Organization is the filing document that you’ll need to submit with the Secretary of State in order to officially register your limited liability company.

When submitting the Articles of Organization for your Rhode Island LLC, you will need to include the following information:

• LLC Name: You will need to provide the name of your LLC, which will need to comply with the name availability guidelines discussed above
• Registered Agent Information: You will need to list the name and physical street address of your Rhode Island resident agent
• Tax Classification: You will need to specify the federal tax classification of your prospective LLC (e.g., disregarded entity, partnership, corporation, etc.)
• Business Purpose: You will need to specify the purpose of your LLC; this is usually to engage in any lawful business activities, unless you choose to define a more specific purpose
• Duration: You will need to indicate whether your LLC will have a perpetual existence or a specified end date
• Additional Provisions: You can include any provisions that you choose to establish, such as limitations on the LLC’s purpose or duration
• Management Structure: You will need to clearly state whether the LLC will be managed by its members or by appointed managers
• Effective Date: You can choose whether your LLC’s formation will take effect upon filing or on a later specified date. This can be up to 90 days post-filing
• Signatory Authority: You will need to include the name, address, and signature of the individual authorized to submit your Articles of Organization, along with a declaration that all provided information is accurate

You will be able to submit your LLC’s Articles of Organization either online through the Rhode Island Secretary of State’s website or by downloading this form and mailing it — alongside the required fee — to the following address:

Division of Business Services
148 W. River Street, Providence, Rhode Island 02904-2615

Phone: (401) 222-3040

Keep in mind that a filing fee of $150 will need to be paid regardless of whether your submission is filed online or via mail.

Step 4: Create a Rhode Island LLC Operating Agreement

Once this is completed, the next step you’ll need to take is to create an operating agreement.

This is an internal document that clearly outlines the ownership and management structure of your company in order to reduce potential future conflict.

While this document isn’t legally mandated in Rhode Island, all LLCs are recommended to have one as it can help maintain both: smooth operations and your LLC’s corporate veil.

A number of companies provide drafting services for operating agreements online, typically for a fee of around a few hundred dollars. However, it’s quite easy to sort this out by yourself if you want to save money, and you can even find a number of free templates online to help with this.

Step 5: Get an EIN

Even though it’s not a legal requirement (unless your LLC has employees or multiple members), all Rhode Island LLCs should apply for an Employer Identification Number (EIN). federal employer identification number.

This is a free, nine-digit number used by the IRS to identify your business and keep track of its tax reporting — much like a Social Security Number (SSN) for individuals.

You’ll need an EIN to be able to:

• Hire employees
• Open a business bank account
• Apply for some business licenses/permits
• Establish a line of credit

On top of this, using an EIN instead of a Social Security Number (SSN) helps to protect your personal information and safeguard your anonymity as the business owner of your LLC.

You can quickly apply for an EIN for your LLC online through the IRS website. You’re also able to submit a paper application using Form SS-4 either via fax to (855) 641-6935, or by mailing it to the following address:

Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Note: Don’t worry if you don’t already have an SSN, it’s not necessary to have one in order to apply for an EIN — instead, you can just leave Section 7b of the application blank and call the IRS on (267) 941-1099.

Step 6: File a BOI Report

Starting January 2024, the vast majority of LLC owners will be required to file a Beneficial Ownership Information (BOI) Report with the US Financial Crimes Enforcement Network (FinCEN).

This is part of an initiative by the U.S. government to stop individuals and entities engaging in illegal or unethical activities from being able to conceal this using “opaque ownership structures”, like shell companies, to hide their true identities.

Existing LLCs will be able to file this report anytime between January 1, 2024, and January 1, 2025, while new LLCs will have up to 90 days after the date they were initially formed to do so (30 days for LLCs formed after the start of 2025).

Keep in mind that failure to file your LLC’s BOI report on time can result in exorbitantly high fines (i.e., $591 per day) or even jail time (up to two years).

Note: Not every LLC owner is required to file a BOI report. For example, companies with more than 20 full-time employees, accounting firms, and banks are exempt. For a full list of filing exemptions, you can have a look at FinCEN’s website.

How to Maintain Your Rhode Island LLC

In order to keep operating legally in the state of Rhode Island, there are a couple of things you’ll likely need to take care of each year, including:

• Filing an Annual Report
• Paying the Minimum Annual Charge

Don’t worry if you’re not sure how to complete each of these steps, as we’ve detailed all the information you’ll need to know in the sections below.

File an Annual Report

All LLCs in Rhode Island are required to file an Annual Report with the Rhode Island Secretary of State in order to maintain their good standing with the state.

This report must be filed between February 1 and May 1 each year, and must include any relevant updates such as changes in management, changes to the registered agent or office address, and confirmation of the company’s current business activities and contact information.

You can submit your LLC’s Annual Report either online through the Rhode Island Secretary of State’s website or by mailing Form 632 to their office.

Keep in mind that a filing fee of $50 will need to be paid.

Paying the Minimum Annual Charge

In Rhode Island, all limited liability companies — regardless of their federal tax classification — are required to pay a minimum tax of $400 or 7% of their business income, whichever is higher.

LLCs treated as pass-through entities for federal tax purposes need to file Form RI-1065 and pay an annual fee, which is often referred to as an annual charge.

On the other hand, LLCs classified as corporations for federal tax purposes are required to file Form RI-1120C each year and pay the required Rhode Island Corporate Income Tax.

This will need to be done by March 15 of each year for LLCs treated as pass-through entities, and April 15 each year for LLCs treated as corporations.

Rhode Island vs Other States

Rhode Island is attractive to entrepreneurs due to its supportive business environment and efficient regulatory framework, and the state’s LLC formation and maintenance costs are consistent with the national average.

Having said that, Rhode Island requires a mandatory minimum annual tax of $400 for all LLCs — which is not common in most other states.

Regardless, keep in mind that the best state to form your LLC is almost always the state that you will be operating in; this is because otherwise you’ll likely be required to register as a foreign LLC in your home state, meaning that you’ll need to pay registration and maintenance fees twice.

Rhode Island Secretary of State Contact Information

Mailing Address:
Division of Business Services
148 W. River Street
Providence, RI 02904
Monday – Friday, 8:30 a.m. – 4:30 p.m.

Contact Information:

Email: corporations@sos.ri.gov
Phone: (401) 222-3040