Form a Rhode Island LLC
LegalZoom is your best resource to start your limited liability company online today. We provide a user-friendly service with hefty customer support to help you create an LLC in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Rhode Island LLC, with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the Rhode Island Secretary of State. We also conduct a name search for your Rhode Island LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Rhode Island LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a LLC Name:Choosing a business name is one of the first steps in the process of forming your Rhode Island Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, "limited liability company" or the upper or lower case letters "l.l.c." with or without punctuation
Must be distinguishable from (cannot be the same as or deceptively similar to) any name filed, reserved or registered by any corporation, nonbusiness corporation or other association, limited partnership or foreign or Rhode Island limited liability company organized under the laws of, or registered or qualified to do business in, this state
Must not imply that it was organized for a different purpose that what is specified in its articles of organization
However, an LLC can apply to choose a name that is not distinguishable from the Department of Commerce records if:
The corporation, nonbusiness corporation or other association, limited partnership, domestic or foreign limited liability company or holder consents to the use in a writing AND one or more words are added to make the name distinguishable from such other name OR
The applicant delivers to the Secretary of State a certified copy of a final decree establishing the prior right of the applicant to use the name OR
The name of a corporation, nonbusiness corporation or other association, the certificate of incorporation or organization has been revoked by the secretary of state as permitted by law, and the revocation has not been withdrawn within one year from the date of the revocation
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Rhode Island Limited Liability Company before filing to see which names are available.
Reserving a Limited Liability Company Name: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Rhode Island LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Rhode Island Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization. This information must include:
The LLC name
The period of the LLC's duration (this period may be perpetual or for a set amount of time)
The purpose of organization
A statement whether the LLC is intended to be treated as a partnership, corporation or separate entity for the purpose of federal income tax
The name and address of its registered agent in the state
The address of the principal office of the LLC if it is determined at the time of organization
A statement as to whether the LLC is to be member-manager or manager-managed
If the LLC has managers at the time of formation, the name and address of each manager
Any other provisions for internal regulations (operating agreement)
Filing: Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State. The filed document must include a signature by one or more persons who need not be a member. A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, Rhode Island LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: One or more
Procedure for Membership: The member may acquire an interest in the LLC either (1) by majority vote of the members or (2) otherwise in accordance with the operating agreement of the company.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company. Upon withdrawal, a member
Is not entitled to receive any distribution
Is only entitled to the same rights as an assignee to receive distributions as to the interest
Is liable for damages caused by the withdrawal
Contribution: The contributions of a member to the LLC may consist of any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services which a member contributes to a limited liability company in his or her capacity as a member.
Resident Agent In Rhode Island
LegalZoom can also provide your business with a registered agent in Rhode Island (the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit). Every Rhode Island LLC must continuously maintain a registered agent in Rhode Island
An individual resident of this Rhode Island or a corporation, limited partnership, or limited liability company (in each case either domestic or one authorized to transact business in Rhode Island) may serve as a registered agent in Rhode Island
Registered Office: The registered office may be but does not need to be the LLC's place of business.
Rhode Island Secretary of State Continuing Obligations
Once a Rhode Island LLC has been created, the Rhode Island Secretary of State will require that certain recurring responsibilities and duties be met. The most important of these are explained below. For further information, refer to the Rhode Island Secretary of State office.
Annual Report: Each limited liability company shall file an annual report setting forth:
The name and address of the principal office of the limited liability company;
The state or other jurisdiction under the laws of which it is formed
The name and address of its resident agent
The current mailing address of the LLC
The name or title of a person to whom communications may be directed
A brief statement of the character of the business in which the LLC is actually engaged in this state
Any additional information required by the secretary of state
If the limited liability company has managers, the name and address of each of its managers.
Records: Each limited liability company shall keep following records open to inspection at its office:
A current list of the full name and last known business address of each member and manager
Copies of records that would enable a member to determine the capital values and the relative voting rights of the members
A copy of the filed articles of organization and any restatements or amendments thereto
Executed copies of any powers of attorney pursuant to which any certificate has been executed
Copies of the limited liability company's federal, state and local income tax returns, if any, for the five most recent years
Copies of any written operating agreement
Any written records of proceedings of the members or managers
Copies of any financial statements of the LLC for the five most recent years
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
Expiration of the duration of the LLC as specified in the articles of organization
Event specified in the articles or operating agreement
By action of all members
The death, retirement, resignation, expulsion, bankruptcy, dissolution of a member, unless otherwise provided in the articles or a written operating agreement
Event that terminates the membership of the last member, unless within 90 days the successors in interest and any assignees agree in writing to admit at least one (1) member to continue the business of the LLC
On the written consent of a majority of the capital values of the remaining members after the death, withdrawal, expulsion, bankruptcy, or dissolution of a member, or the occurrence of any other event that terminates the continued membership of a member in the limited liability company, unless otherwise provided in the articles of organization or a written operating agreement
Entry of a court order
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Rhode Island Secretary of State along with the appropriate filing fee. When appropriate, a check must accompany the document payable to the State of Rhode Island, covering all charges for the Secretary of State.