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Home | Business & Tax | Incorporation | Rhode Island Incorporation


Form a Rhode Island Corporation



Thousands of businesses have been right where you are now—deciding to incorporate and deciding to use LegalZoom. We provide a user-friendly service for you to incorporate online today in three easy steps. Protect your business and personal assets, share in the fringe benefits of a corporation, and lower your tax bill along the way. You're moving forward with your business, LegalZoom can help.



When incorporating in Rhode Island with LegalZoom, we not only file your articles of incorporation with the Rhode Island Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Rhode Island corporation.

Rhode Island Incorporation Information

Incorporating in Rhode Island

Corporate Name:

Choosing a business name is one of the first steps in the process of forming your Rhode Island Corporation. The name that you choose:
  • Must be distinguishable from any other registered Rhode Island business entity and any reserved names on record, subject to certain exceptions under state law.
  • May not contain language stating or implying that it is organized for a purpose other than that permitted by state law and its articles of incorporation.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.

In addition, the name must contain one (or an abbreviation of) the following words:
  • "Incorporated"
  • "Corporation"
  • "Company"
  • "Limited"
Articles of Incorporation:

To incorporate in Rhode Island, articles of incorporation must be filed with the Rhode Island Secretary of State. The Rhode Island Business Corporation Act (Title 7, Chapter 7-1.1 of the Rhode Island General Laws) requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:

Incorporators:
  • Minimum Number of Incorporators: One or more.
  • Eligibility Requirements: Any person or entity
  • Duties: Delivering in duplicate articles of incorporation to the Secretary of State. To perfect the organization of the corporation, incorporators have all the powers of shareholders or directors until stock is issued or directors are elected, respectively.
  • Listing Requirements - The name and address of each incorporator must be listed.
Corporate Purpose(s):

Rhode Island allows a corporation to be formed for any lawful business activity, subject to state restrictions over certain industries. The specific purpose for which the corporation is organized must be stated in the articles.

Director Information:
  • Minimum Number of Directors: One or more.
  • Eligibility Requirements: None. The articles of incorporation or bylaws may prescribe qualifications for directors.
  • Listing Requirements: The names and addresses of Directors are required to be listed in the articles.
Stock Information:

The following information about the corporation's capital stock:
  • The number of shares that the corporation is authorized to issue.
  • For corporations authorized to issue only one class of stock: The par value of shares or a statement that the shares are to be without a par value
  • For corporations authorized to issue more than one class of stock: The number of shares to have par value and the par value of those shares; or a statement that the shares are to be without a par value and a statement of information that includes the designations and rights of each class and the authority of the board to vote.
Other Required Information in the Articles:
  • The period of duration, which may be perpetual
  • Any preemptive shareholder rights
  • Any provisions managing the business and regulating the affairs of the corporation.
  • Limitations on a director's or officer's liability for money damages to the corporation or its shareholders in certain situations.
  • The address of its initial registered office, and the name of its initial registered agent at the address.
  • The number of initial directors or if none, the titles of the initial officers and the names and addresses of any persons to serve as initial directors and officers.
  • The date the corporation's existence begins, if later than the date of incorporation.
Bylaws:

Generally, Rhode Island corporation bylaws are written to manage the corporation's business and to conduct the corporation's affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the state. LegalZoom will provide customized bylaws for your corporation based on the operation requirements that you specify.

The incorporators or board of directors must adopt initial bylaws for the Rhode Island incorporation.

Officer Information:

Officers may be listed in the bylaws or elected by the board of directors. Any officer may hold more than one office in the corporation.

Registered agent:

Every Rhode Island corporation must have a registered agent in Rhode Island -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
  • Eligibility Requirements - The registered agent must have a business office identical to the registered office and must be either: (1) an individual residing in the state, or (2) a corporation with authority to transact business in the state.
  • Where the registered agent of a corporation is an attorney, the business address of the agent need not be identical with the registered office, but may be the usual business address of the attorney.
NOTE: A designation of an agent without that agent's authority is strictly prohibited by the state.

Professional Corporations:

Under Rhode Island law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Professional corporations generally may not provide any other non-ancillary services and must comply with particular conventions in its choice of corporate name.

Annual Report:

A report must be filed with the Rhode Island Secretary of State between January 1 and March 1 of each year, except for the year of incorporation. This report must be current as of the date the report is executed and it must indicate:
  • The corporation's name and its state or country of incorporation;
  • A brief statement of the character of the business in which the corporation is actually engaged in the state;
  • The names and respective addresses of the directors and officers of the corporation;
  • A statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class;
  • A statement of the aggregate number of issued shares, itemized by classes, par value of shares, shares without par value, and series, if any, within a class; and
  • Any additional information that is by the secretary of state.
Income Tax Rate:

For information on the Rhode Island state income tax rate, visit: http://www.tax.state.ri.us/

S Corporations:

S corporation status is recognized by the Rhode Island Secretary of State.