LLCs in Rhode Island are affordable and easy to form. And as with other states, the State of Rhode Island has some unique LLC requirements.
Interested parties must register with the Secretary of State Division of Business Services by filing the necessary forms, paying the necessary fees and meeting all naming and formation requirements.
The specifications required of an LLC in Rhode Island are:
Registration. LLCs are required to file Articles of Organization with the Secretary of State Division of Business Services. The articles must include the following information:
All forms must be submitted with the necessary filing fee.
Forms and fees. LLC registrants are required to complete and submit Articles of Organization with the Secretary of State Division of Business Services along with the filing fee.
Timeline. Processing time is between seven to 10 business days. Expedited services are not available for a small fee.
Naming requirements. LLC naming requirements can be confusing. However, the easiest way to ensure that your LLC name will be approved is to make it distinguishable from other LLCs. The Office of the Secretary of State will deny requests for names that are the same or similar to an entity, name reservation or registration on file. You must also include the words “limited liability company” or upper or lower case LLC letters in your name. You may opt to have a preferred name checked for availability before filing your LLC formation documents.
Formation requirements. To form an LLC, a registrant must first file the Articles of Organization with the Secretary of State Division of Business Services. All forms must be submitted with the required filing fee.
An LLC with more than one member is also strongly advised to have a limited liability operating agreement among its members.
Please note that LLCs offering a specific professional service are obligated to contact the necessary licensing boards as mandated by state law.
- LLC name and principal office address
- Resident agent’s name and address
- How the LLC will be taxed (as a partnership, corporation or disregarded as an entity separate from its member)
- Additional provisions such as a limited purpose or duration
- Type of management (member-managed or manager-managed)
- Names and addresses of managers, if applicable
- Effective date, if other than filing date
- Name, address and signature of authorized person
Starting a Rhode Island LLC
Before you begin the registration process for an LLC in Rhode Island, it’s important to know what an LLC is and whether or not it is a viable business structure for your company, so be certain to read up on the definition and benefits of an LLC.
These steps will guide you through the LLC registration process with the Rhode Island Secretary of State:
1. Decide on a name for your business. You can choose any name for your LLC as long as it ends with “Limited Liability Company” or any variation of its abbreviation—e.g., L.L.C. or LLC.
Names may be reserved for up to 120 days. You must submit a completed application to the Secretary of State Division of Business Services. The application must be submitted with the required filing fee by mail. Be sure to include in the application the name to be reserved and the applicant’s name, title, address and dated signature.
Prior to filing a name reservation application, you may have the preferred name checked for availability on the Secretary of State website.
2. Assign a registered agent for service of process. This is also referred to as the resident agent.
3. Get an Employer Identification Number (EIN) from the IRS. If there are two or more members in your LLC, your company will need to obtain an EIN from the IRS, for tax purposes.
4. Create an operating agreement. Although LLCs in Rhode Island are not required to have a limited liability company operating agreement, it is wise to have one in place with other members should your LLC have more than one member. The State of Rhode Island recognizes limited liability company operating agreements as governing documents.
5. File for pass-through withholding tax. Rhode Island LLCs are required to file for this tax. This is done by completing and submitting tax form RI 1096-PT to the Division of Taxation. The form is due on or before the 15th day of the fourth month following the close of the LLC’s taxable year.
6. Familiarize yourself with the LLC’s continuing legal obligations, specifically annual reports. These reports are submitted to the Secretary of State Division of Business Services every year between September 1 and November 1. Initial reports are due the year following that in which the Articles of Organization were filed. This process may be done online or by mail for a fee. A notification will be sent by mail to the resident agent notifying the LLC that annual reports are due. Failure to submit a report may result in the revocation of the Certificate of Organization. Late reports will be penalized with additional fees.
Filing an LLC and Fees
Following are the forms and fees that are required when starting a Rhode Island LLC:
1. Forms. Those looking to form an LLC in Rhode Island must file their Articles of Organization with the Secretary of State Division of Business Services. The Articles of Organization must be submitted with the required filing fee.
2. Limited liability company operating agreement. Although the LLC operating agreement is not filed with the Secretary of State, it is a good idea to have one in place for LLCs with more than one member. This document should be kept on file by the registered agent.
3. Taxes. LLCs in Rhode Island are treated as corporations, limited liability partnerships or single-member LLCs and are subject to federal income tax classifications. Depending on the type of taxation you opt to have for your LLC, you will have different federal tax responsibilities.
You should always make sure to acquaint yourself with the state laws regarding taxation, including pass-through withholding taxes. Your LLC may be subject to other taxes depending on the kind of services your LLC may offer. Form an LLC Online in Rhode Island
LegalZoom provides LLC formation and filing services, including providing a registered agent in Rhode Island.