How to Start a Corporation in Rhode Island
You should be able to form a Rhode Island corporation in five simple steps.
Firstly, you will need to pick a registered agent (or a registered agent service). You will then need to file your formation document (known as the Articles of Incorporation) with the Rhode Island Division of Business Services.
The final steps include holding an organizational meeting, creating your corporation’s corporate bylaws, and appointing your initial director(s).
We’ll show you how to start a corporation in Rhode Island yourself.
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Step 1: Name Your Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Articles of Incorporation
Step 5: Get an EIN
For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Step 1: Name Your Rhode Island Corporation
Choosing a business name is the first step in starting a corporation.
1. Rhode Island naming guidelines:
All corporate names in Rhode Island:
- Need to contain the word “Corporation”, “Company”, or “Incorporated”. Keep in mind that suitable abbreviations can be used instead (e.g., Corp, Co, Inc, etc.).
- Must be distinguishable from the name of any entity on file, including foreign corporations authorized to conduct business in the state, LLCs, and LLPs.
- Cannot include offensive, discriminatory, or obscene terms. This includes words or phrases that relate to sexual activities, as well as words or phrases that are threatening.
- Cannot be written in letters that cannot be mirrored by a standard English keyboard..
- May be the same as the name of a corporation or other entity in the state if that entity’s Articles of Incorporation has been revoked by the secretary of state for one year or more.
Read the Rhode Island state statute regarding corporation naming guidelines for more information.
2. Is my corporation name available in Rhode Island?
Your Rhode Island corporation name must be unique and distinguishable from other business names in Rhode Island. Use the Rhode Island Department of State’s Business Search Portal to determine if your desired business name is available.
3. Is the URL available?
Before registering your Rhode Island corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
Step 2: Choose a Rhode Island Registered Agent
You must appoint a Rhode Island registered agent when registering your corporation with the Rhode Island Division of Business Services.
A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.
Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Rhode Island registered agent as long as the person:
- is 18 years or older
- has a physical address in the state where business activity is conducted
- is available (in person) during normal business hours
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).
Step 3: Hold an Organizational Meeting
Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:
- Fill out and execute the Articles of Incorporation
- Create and approve bylaws
- Select your initial director(s)
- Determine your share structure
- Execute an Incorporator’s Statement
Create and Approve Corporate Bylaws
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
Appoint Initial Directors
You must appoint at least one director who will oversee your Rhode Island corporation until the first shareholder meeting.
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers.
Choose a Share Structure and Strategy
A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.
In Rhode Island, the Articles of Incorporation form allows you to indicate if the corporation will issue more than one authorized share class or series.
Create and Execute an Incorporator’s Statement
The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book.
This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder meeting. It should be stored with the rest of your corporate records.
Step 4: File the Rhode Island Articles of Incorporation
You will need to file the Rhode Island Articles of Incorporation to set up a corporation in Rhode Island. The filing cost is $230 (if authorizing 75 million or fewer shares).
This document will cover the basics of your corporation, including:
- Corporate name
- Corporate registered agent name and street address
- The number of authorized shares the corporation is allowed to issue
- The corporation’s effective date
- Incorporator(s) name(s) and address(es)
In Rhode Island, the Articles of Incorporation form allows you to indicate if the corporation will issue more than one authorized share class or series.
File the Rhode Island Articles of Incorporation
Option 1: File Online With Rhode Island’s Business Services Filing System
File Online- OR -
Option 2: File the Articles of Incorporation by Mail
Download FormFiling Cost: $230 (if authorizing 75 million or fewer shares)
Mailing Address:
Division of Business Services
148 W. River Street
Providence, Rhode Island 02904-2615
Step 5: Get an EIN for Your Rhode Island Corporation
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:
- To open a bank account for the company
- For federal and state tax purposes
- To hire employees
Get an EIN
Option 1: Request an EIN from the IRS
- OR -
Option 2: Apply for an EIN by Mail or Fax
Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Fee: Free
Running Your Corporation
It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.
Taxes, Annual Reports, & Licensing
Rhode Island State Corporation Tax Requirements
Depending on the nature of your business, you may be required to register for one or more forms of state tax:
Rhode Island Sales Tax
If you’re selling a product, you’ll typically need to register for a seller's permit through the Rhode Island Division of Taxation's website. This allows a business to collect sales tax.
Rhode Island Employer Taxes
If you hire employees, you will need to register for Rhode Island employer taxes through the Rhode Island Division of Taxation's website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.
Rhode Island Corporation Licenses and Permits
To operate your corporation in Rhode Island, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
Learn more in our Rhode Island Business License guide.
File the Rhode Island Annual Report
You must file the Rhode Island Annual Report for a Corporation form each year with the Department of State by March 1. You can mail in a printable copy of the form or complete it online. The filing fee is $50.
Corporate Dissolution & Rhode Island Good Standing
How to Get a Rhode Island Certificate of Good Standing
A Certificate of Good Standing verifies that your Rhode Island corporation was legally formed and has been properly maintained.
You may order a Rhode Island Certificate of Good Standing by mail, in person, by phone, or online. There is no order form for requests sent by mail — just submit your request in writing.
To order online, search for your corporation in the corporate database, select “request certificate,” choose the certificate type, and provide the required information. The fee is $22 for online orders and $20 for orders made by mail, phone, or in person.
Request a Certificate of Good Standing
Option 1: Request a Certificate Online With the RI Department of State
Request Online- OR -
Option 2: Request a Certificate by Mail, In Person, or by Phone
Read InstructionsFee: $22 for online requests, $20 for other requests
Filing Address:
Business Services Division
148 W. River St.
Providence, RI 02904-2615
Phone: (401) 222-3040
How to Dissolve a Corporation in Rhode Island
If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.
There are six main steps to close your Rhode Island corporation:
- Stop doing business
- Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
- File a Request for Letter of Good Standing with the Rhode Island Department of Revenue, Division of Taxation
- File the Articles of Dissolution with the Rhode Island Department of State
- Close your federal and state business tax accounts with the IRS and Rhode Island Department of State, Division of Taxation
- Close your business bank accounts
File Dissolution Documents
After filing your Request for Letter of Good Standing form with the Rhode Island Division of Taxation and receiving the letter, submit it and the completed Articles of Dissolution form to the Rhode Island Department of State. The filing fee is $50 for each form.
Is a Corporation Right For You?
An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.
Steps After Forming a Corporation
After forming a corporation, you’ll want to protect your personal and business assets and build credit.
Taking these steps will set your business up for success:
- Open a Business Bank Account
- Open a Business Credit Card
- Establish and Build Business Credit
- Get Insurance
- Protect Your Corporate Veil
Form a Corporation with Northwest for $29 Plus State Fees
Rhode Island Corporation FAQ
Assuming your corporation is authorizing fewer than 75 million shares, you will need to pay a $230 fee in order to file your Articles of Incorporation and register your corporation.
You will also need to appoint a registered agent, which can be yourself, an attorney, or a registered agent service.
Generally speaking, a registered agent service is the most affordable and time-efficient option.
See our Best Registered Agent Services review for more.
The main difference between an LLC and a corporation is that an LLC is a pass-through entity, and as such functions in a similar way to a sole proprietorship and general partnership.
Corporations, on the other hand, are subject to a plethora of operational requirements (e.g., annual meetings, record minutes, etc.).
Generally speaking, forming an LLC is always recommended for small businesses unless you are trying to attract private investors.
According to the Rhode Island Secretary of State’s website, your Articles of Incorporation filing can take between one and three business days in order to be processed.
Of course, processing times can increase during very busy periods (e.g., end of fiscal years, etc.).
Not really. You can start a Rhode Island corporation by:
- Choosing a legally compliant business name
- Finding a registered agent
- Filing the Articles of Incorporation
- Holding an organizational meeting
See our How to Start a Corporation in Rhode Island for more information on getting started.
Yes. This is because starting an LLC is significantly more affordable, less time consuming, and requires less upfront knowledge.
It is also a lot more difficult to run a corporation in comparison to an LLC due to the prolific rigmarole that’s involved, as well as due to all of the federal and state regulations that need to be satisfied.
See our LLC vs Corporation comparison for more information.