Understanding Rhode Island LLC Laws
The rules for starting and running a Rhode Island limited liability company (LLC) are laid out by Rhode Island's LLC laws.
In this guide, we offer simple explanations to Rhode Island LLC laws about:
- LLC Formation Requirements
- Resident Agent Duties and Appointment
- Operating Agreements
- Annual Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Rhode Island LLC laws set out the requirements for forming an LLC. The State of Rhode Island has created the SOS online business services portal and PDF Articles of Organization form to simplify the process.
Rhode Island LLC Formation Statute
The following LLC formation statutes are from the Rhode Island Limited-Liability Company Act:
Section 7-16-6. Articles of organization.
(a) The articles of organization shall set forth:
(1) The name of the limited-liability company;
(2) The name and address of its resident agent in this state;
(3) A statement whether, under the articles of organization and any written operating agreement made or intended to be made, the limited-liability company is intended to be:
(i) Treated as a partnership,
(ii) As a corporation, or
(iii) Disregarded as an entity separate from its member for purposes of federal income taxation;
(4) The address of the principal office of the limited-liability company if it is determined at the time of organization;
(5) Any other provision, not inconsistent with law, that the members elect to set out in the articles, including, but not limited to, any limitation of the purposes or duration for which the limited-liability company is formed, and any other provision that may be included in an operating agreement;
(6) A statement of whether the limited-liability company is to be managed by its members or by one or more managers, and if the limited-liability company has managers at the time of its formation, the name and address of each manager;
(7) The name and address of the person authorized to sign and who does sign the articles of organization.
(b) It is not necessary to set out in the articles of organization any of the powers enumerated in this chapter.
Start forming your LLC by reading our top LLC services review.
What This Means: Key Takeaways*
The Rhode Island LLC statute provides the requirements for setting up (or forming) an LLC. The State of Rhode Island offers online and hard copy LLC filing to meet these requirements.
Required Information for Rhode Island LLC Formation:
- LLC’s name (Must meet Rhode Island LLC naming requirements)
- LLC principal office’s street and mailing address
- Resident agent’s name and Rhode Island street address
- Whether the LLC will be taxed as a partnership, corporation, or disregarded entity
- The name and address of the person authorized to sign and the person who does sign the articles of organization
- Whether the LLC is to be member-managed or manager-managed
Optional Information for Rhode Island LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Recommended: For help with completing the LLC formation forms, visit our Rhode Island LLC Articles of Organization guide.
Resident Agent Duties and Appointment
Rhode Island LLC laws define the duties and appointment of the LLC resident agent, known in most states as a registered agent.
Rhode Island LLC Resident Agent Statute
The following resident agent statutes are from the Rhode Island Limited-Liability Company Act:
Section 7-16-11. Resident agent.
(a) Each domestic or foreign registered limited-liability company shall have a resident agent for service of process on the limited-liability company who shall be either:
(1) An individual resident of this state; or
(2) A corporation, limited partnership, or limited-liability company, and in each case either domestic or one authorized to transact business in this state.
(b)(1) A domestic or foreign registered limited-liability company may change its resident agent or the address of its resident agent by filing with the secretary of state a statement signed by any authorized person that authorizes the change.
(2) A change of a resident agent or address of the resident agent for a domestic or foreign registered limited-liability company under this subsection is effective when the secretary of state accepts the statement for filing.
(c)(1) A resident agent that changes address in the state shall file with the secretary of state a statement of the change of address signed by the resident agent or on the resident agent's behalf.
(2) The statement shall include:
(i) The name of the limited-liability company for which the change is effective;
(ii) The old and new addresses of the resident agent; and
(iii) The date on which the change is effective.
(3) The change of address of the resident agent is effective when the secretary of state accepts the statement for filing.
(d)(1) A resident agent may resign by filing with the secretary of state a counterpart or photocopy of the signed resignation, together with a statement that the resignation has been delivered or sent to the limited-liability company.
(2) Unless a later time is specified in the resignation, it is effective thirty (30) days after it is filed.
(e) The secretary of state is appointed the agent of the domestic limited-liability company for service of process if no resident agent has been appointed, if the resident agent's authority has been revoked, or if the resident agent cannot be found or served following the exercise of reasonable diligence.
What This Means: Key Takeaways*
A resident agent’s job is to accept service of process (legal summons to a lawsuit).
A Rhode Island resident agent must:
- Maintain a registered office in Rhode Island (i.e., no P.O. boxes)
- Be an individual, a Rhode Island corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Resident agent information is kept on file by the State of Rhode Island. If you change your resident agent or if your resident agent resigns, you must file a change of resident agent form.
Operating Agreements
Rhode Island LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Rhode Island Limited-Liability Company Act:
Section 7-16-2. Definitions.
(23) "Operating agreement" means any agreement, written or oral, of the members as to the affairs of a limited-liability company and the conduct of its business. An operating agreement also includes a document adopted by the sole member of a limited-liability company that has only one member and may include as a party one or more managers who are not members.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Annual Report Requirements
Rhode Island LLC laws set out the requirements for annual LLC reporting. The State of Rhode Island has created the SOS annual report online portal and PDF annual report form to simplify the process.
Rhode Island LLC Annual Report Statute
The following annual report statutes are from the Rhode Island Limited-Liability Company Act:
Section 7-16-66. Annual report of domestic and foreign limited-liability companies.
(a) Each domestic limited-liability company and each foreign limited-liability company authorized to transact business in this state, shall file, between the first day of September and the first day of November in each year following the calendar year in which its original articles of organization or application for registration were filed with the secretary of state, an annual report setting forth:
(1) The name and address of the principal office of the limited-liability company;
(2) The state or other jurisdiction under the laws of which it is formed;
(3) The name and address of its resident agent;
(4) The current mailing address of the limited-liability company and the name or title of a person to whom communications may be directed;
(5) A brief statement of the character of the business in which the limited-liability company is actually engaged in this state;
(6) Any additional information required by the secretary of state; and
(7) If the limited-liability company has managers, the name and address of each of its managers.
(b) The information in the annual report shall be given as of the date of the execution of the report. It shall be executed by an authorized person of the domestic limited-liability company and by a person with authority to do so under the laws of the state or other jurisdiction of organization of a foreign limited-liability company. Proof to the satisfaction of the secretary of state that prior to November 1st the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed to be timely filed.
(c) If the secretary of state finds that the annual report conforms to the requirements of this chapter, the secretary of state shall file the report. If the secretary of state finds that it does not conform, the secretary of state shall promptly return the report to the limited-liability company for any necessary corrections, in which event the penalties subsequently prescribed for failure to file the report within the time previously provided do not apply if the report is corrected to conform to the requirements of this chapter and returned to the secretary of state within thirty (30) days from the date on which it was mailed to the limited-liability company by the secretary of state.
(d) Each limited-liability company, domestic or foreign, that fails or refuses to file its annual report for any year within thirty (30) days after the time prescribed by this chapter is subject to a penalty of twenty-five dollars ($25.00) per year.
What This Means: Key Takeaways*
You can file your Rhode Island annual report online or by mail.
Your Rhode Island LLC annual report must state the following information (and must be current as of the date of filing):
- The name of the LLC
- Street address of principal office and mailing address
- The nature of the business conducted by the LLC
- The resident agent’s name and street address
- If the limited-liability company has managers, the name and address of each of its managers
Annual Report Due Dates:
- Annual reports are due between September 1 and November 1 each year.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.