Register your business in Rhode Island

LLCs, corporations, limited partnerships, and limited liability partnerships file with the Rhode Island Department of State³, through the Business Services Division¹². A sole proprietorship or general partnership is not incorporated. A name other than your own, or other than the company’s legal name, is a separate filing.

What’s different in Rhode Island

• The formation fee is not the yearly cost. An LLC’s articles are $150¹. Starting the next calendar year, the annual report is $50³. The Rhode Island Division of Taxation also charges $400¹³ a year, including the year you form. Stay compliant has both dates.
• A trade name covers one city or town. It is not an LLC, and it does not give you limited liability. An LLC that wants a second name files a fictitious name instead, and that one is statewide.
• You can be your own registered agent. The business still needs a Rhode Island street address where someone can be found during business hours.
• The fee schedule lists no expedited filing fee.* Check the payment screen if you need a date. The start page says an entity filing may take one to three business days¹. A trade-name filing may take two to three business days⁴.

Do this

1. Pick your structure. LLC, corporation, nonprofit, partnership, or sole proprietorship. A sole proprietor or general partnership has no incorporation filing and can skip to the trade-name step. Pick an entity compares them. The Rhode Island Department of State³ says this choice should be made with a lawyer or a CPA.
2. Check the name in the Corporate Database. An LLC name must include Limited Liability Company, or the letters L.L.C., with or without punctuation, and it must be distinguishable from any name already on file⁶. Not ready to file? A reserved name is held for 120 days. An LLC, corporation, or partnership reservation is $50. A nonprofit reservation is $20. The reservation is non-renewable, and a new reservation can be filed only after the first 120 days end⁸. Search the web and the federal trademark database too. A state filing does not decide a trademark.
3. Choose a registered agent. One is required for every incorporated entity. You can serve if you meet the rules⁹. The office must be a Rhode Island street address where the agent can be found during normal business hours. A post office box, a shipping-store address, or a virtual address is not allowed¹. Changing the agent later is $20 for an LLC, plus $2 online on the fee schedule. Changing only the office address is no fee⁷.
4. File on the start-a-business page. Use the chart for your structure. The fee is below. The start page says the filing may take one to three business days¹, so confirm it was accepted before you move on.
5. File a trade name or a fictitious name if you use another name. An unincorporated business uses the trade-name registration. An LLC or corporation files a fictitious business name through the Department of State business filing system. The fees and differences are below.
6. Calendar the first deadlines. The first annual report is the calendar year after the business registers³. The $400¹³ tax charge applies in the year you form. Selling taxable goods means a sales permit before you collect tax: Get your tax IDs.

By structure

LLC

File Articles of Organization (form 400, $150) under R.I. Gen. Laws Chapter 7-16¹. The fee schedule lists an extra $6⁷ when that form is filed online. On the articles, the company is managed by members or managers, and you check one⁶.

The annual report is $50, filed February 1 through May 1, starting the calendar year after the business registers. Online, the annual-report page also lists an enhanced access fee of $2.50. A report filed late is charged $25 on June 1, plus $3 to file that late report online. Any person the entity authorizes may file the annual report³. The report does not include your financial statements.

Separately, the Rhode Island Division of Taxation annual charge is $400. It is not pro-rated, and owed no matter how long the business operated that year². It is also owed for any year the LLC exists, including the year it is formed and the year it dissolves¹³.

Professional LLC

The fee schedule has a paper-only form: Articles of Organization for a professional limited liability company, form 412, paper only, fee $150⁷. The start-a-business chart does not list that form.* If your work is a licensed profession, check the fee schedule and the board for your profession before you use the ordinary LLC articles. A professional service corporation is a different filing, at the corporation fee, and a professional service corporation must show proof of liability insurance when it registers. For engineering, engineering services need prior approval from the Board of Registration for Professional Engineers¹.

Corporation

File articles under R.I. Gen. Laws Chapter 7-1.2. The start-a-business chart lists $230¹. On the fee schedule, form 100 is that amount for a corporation with under 75,000,000 shares, plus $8⁷ online. The schedule does not print a different articles fee above 75,000,000 shares.* Check the total if you will authorize more.

The annual report is $50, in the same February 1 through May 1 window, starting the calendar year after the business registers. A benefit corporation is the exception: the report is $60, due within 120 days of the fiscal year end, and the late charge is 25 dollars, applied 30 days after the filing period ends³. The formation fee for a benefit corporation on the start chart is $230¹.

S corporation status is a federal election. Rhode Island then has its own return. The tax step covers which form.

Nonprofit

File articles of incorporation. The fee schedule lists $35, plus $2.50⁷ online. The annual report is $20, due February 1 through May 1. Changing the registered agent’s name is $10. Changing the address is free. Except for a short list of exempt groups, a charity that solicits more than $25,000, or hires a professional fundraiser, registers with the Department of Business Regulation. That registration is $90¹⁴ a year. 501(c)(3) status is a separate application to the IRS. Past this filing, the rest of the series is written for a for-profit business.

Partnership

A limited partnership files for $100. A limited liability partnership files for $150, and the start chart marks online filing paper only¹. Both then file the $50 annual report during February 1 through May 1³. A limited partnership also owes the Rhode Island Division of Taxation¹³ $400² a year, and a limited liability partnership files Form RI-1065 and pays the same annual charge.

A general partnership is not formed by articles. The costs chart lists an initial Department of State fee of $20, which is the trade-name fee, and no minimum corporate tax² on the minimum-tax row. Partners still report the income on their own returns. For the entity return, a general partnership files Form RI-1065 and is the exception to the annual charge¹⁵.

Sole proprietorship

No incorporation. If the name you use is not your legal name, file a trade name. Sales tax and any license your work needs still apply.

Trade names and fictitious names

Use a trade name when the business is not incorporated. File it in the trade-name program for $20. It is typically registered by an unincorporated business, such as a sole proprietor. It does not create a legal entity separate from the owners. It covers one of Rhode Island's 39 municipalities, not statewide. The name must be unique within that city or town, different from the owner's legal name, and without a corporate ending such as Co. or LLC. You get an email when it is accepted. Processing is two to three business days⁴. It renews each year, September 1 through November 30¹⁰, and the renewal is free to file¹⁶. It can be cancelled if you miss that window.

An LLC, corporation, or nonprofit that uses a name other than its legal name files a fictitious name instead. It is a required filing when an incorporated entity uses another name to do business in Rhode Island. The fee is $50 for a profit entity and $20 for a nonprofit. It does not need to be renewed each year. It can be used throughout Rhode Island¹⁰.

Formed in another state

An LLC formed elsewhere files for $150. A corporation files for $310. Bring a certificate of good standing or legal existence from the home state or country, dated within 60⁵ days of the filing. You need a Rhode Island registered agent before you apply. Forming in another state covers the tradeoffs. A limited partnership formed elsewhere is $100 on the foreign chart. A foreign limited liability partnership is $150¹, and that row is also paper only.

What you get back

An accepted filing you can download or receive by email, and a record in the Corporate Database. An accepted filing can help document the entity for your bank, though each bank sets its own requirements. You can apply for an EIN without waiting for the state to issue an accepted copy of the articles. A courtesy reminder is mailed each January to the registered agent. If that letter comes back undeliverable, revocation proceedings start for failure to keep a registered office. The Rhode Island Department of State³ does not mail a confirmation when a reinstatement is accepted. Check the database.