How to Form an LLC in Rhode Island

Starting an LLC in Rhode Island is Easy

To start a Limited Liability Company in Rhode Island you will need to file the Articles of Organization with the Rhode Island Secretary of State, with a starting fee of $150 to file. You can apply online, in-person, or by mail. The Articles of Organization is the legal document that officially creates your Rhode Island LLC.

Follow the steps below to form your Rhode Island LLC today and get your business up and running

STEP 1: Name Your Rhode Island LLC

Choosing a company name is the first and most important step in starting an LLC in Rhode Island. Be sure to choose a name that complies with Rhode Island naming requirements and is easily searchable by potential clients.

1. Follow the naming guidelines for a Rhode Island LLC:

• Your name must include the phrase “limited liability company” or one of its abbreviations (LLC or L.L.C.).
• Your name cannot include words that could confuse your LLC with a government agency (FBI, Treasury, State Department, etc.).
• Restricted words (e.g. Bank, Attorney, University) may require additional paperwork and a licensed individual, such as a doctor or lawyer, to be part of your LLC.

For a complete list of naming rules in Rhode Island, you can read the Rhode Island Secretary of State's guidelines.

2. Is the name available in Rhode Island? Make sure the name you want isn't already taken by doing a name search on the State of Rhode Island's website.

3. Is the URL available? We recommend that you check to see if your business name is available as a web domain. Even if you don't plan to start a business website today, you may want to buy the URL in order to prevent others from acquiring it.

After registering a domain name, consider setting up a professional email account (@yourcompany.com). Google's G Suite offers a business email service that comes with other useful tools, including word processing, spreadsheets, and more. Try it for free

Not sure what to name your business? Check out our LLC Name Generator.

FAQ: Naming a Rhode Island LLC

STEP 2: Choose a Resident Agent in Rhode Island

You are required to nominate a Rhode Island resident agent for your LLC. A resident agent is more commonly known as a registered agent in other states.

What is a Resident Agent? A resident agent is an individual or business entity responsible for receiving important tax forms, legal documents, notice of lawsuits, and official government correspondence on behalf of your business. Think of your resident agent as your business's point of contact with the state.

Who can be a Resident Agent? a resident Agent must be a resident of Rhode Island or a corporation, such as a registered agent service, authorized to conduct business in the state of Rhode Island. You may elect an individual within the company including yourself.

Recommended: ZenBusiness provides the first year of registered agent service free with LLC formation ($39 + State Fees)

FAQ: Nominating a Rhode Island Resident Agent

STEP 3: File the Rhode Island LLC Articles of Organization

To register your Rhode Island LLC, you will need to file the Articles of Organization with the Department of State. This can be done online, by mail, or in-person. Some states refer to the Articles of Organization as the Certificate of Formation or Certificate of Organization.

The Rhode Island Articles of Organization for an LLC (limited liability company) is a legal document to officially form your business. You’ll be expected to include the name of your LLC, choose a resident agent, list the services your LLC will offer, and pay the state filing fee. We also recommend you obtain an Employer Identification Number (EIN) if you plan to hire employees and open a business bank account.

When filing your Articles of Organization, you will need to state whether your Rhode Island LLC will be member-managed or manager-managed. Before you file, read our member-managed vs manager-managed guide to help you choose the best management structure for your LLC.

If you’re expanding your existing LLC to the State of Rhode Island, you will need to form a Foreign LLC.

FAQ: Filing Rhode Island LLC Documents

STEP 4: Create Your Rhode Island LLC Operating Agreement

An operating agreement is not required in Rhode Island, but it's a good practice to have one.

What is an operating agreement? An operating agreement is a legal document outlining the ownership and operating procedures of an LLC.

Why are operating agreements important? A comprehensive operating agreement ensures that all business owners are on the same page and reduces the risk of future conflict.

For more information on operating agreements, read our Rhode Island LLC operating agreement guide.

FAQ: Creating a Rhode LLC Operating Agreement

STEP 5: Get an EIN for Your Rhode Island LLC

What is an EIN? EIN stands for Employer Identification Number. EINs are a nine-digit number assigned by the Internal Revenue Service (IRS) to help identify businesses for tax purposes. It is essentially a social security number for a business. 

An EIN is sometimes referred to as a Federal Employer Identification Number (FEIN) or Federal Tax Identification Number (FTIN).

Why do I need an EIN? An EIN is required to:

• Open a business bank account
• File and manage Federal and State Taxes
• Hire employees

Where do I get an EIN? You can get an EIN for free from the IRS. Getting an EIN is an easy process that can be done online or by mail.

Note
FOR INTERNATIONAL EIN APPLICANTS: You do not need a SSN to get an EIN. For more information, read our How to Get an EIN as a Foreign Person guide.

FAQ: Getting a Rhode Island EIN

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Protect Your Business & Personal Assets

Business Banking for Personal Asset Protection

Using dedicated business banking and credit accounts is essential for personal asset protection.

When your personal and business accounts are mixed, your personal assets (your home, car, and other valuables) are at risk in the event your Rhode Island LLC is sued. In business law, this is referred to as piercing your corporate veil.

You can protect your Rhode Island LLC with these two steps:

1. Opening a business bank account:

• Separates your personal assets from your company's assets, which is necessary for personal asset protection.
• Makes accounting and tax filing easier.

2. Getting a business credit card:

• Helps you separate personal and business expenses.
• Builds your company's credit history, which can be useful to raise capital later on.

Get Business Insurance

Business insurance helps you manage risks and focus on growing your business. The most common types of business insurance are:

• General Liability Insurance: A broad insurance policy that protects your business from lawsuits. Most small businesses get general liability insurance.
• Professional Liability Insurance: A business insurance for professional service providers (consultants, accountants, etc.) that covers claims of malpractice and other business errors.
• Workers' Compensation Insurance: A type of insurance that provides coverage for employees’ job-related illnesses, injuries, or deaths. In Rhode Island, businesses with one or more employees, including LLC members and corporate officers, are required by law to have workers' compensation insurance.

Properly Sign Legal Documents

Improperly signing a legal document as yourself and not as a representative of the business can leave you open to personal liability. When signing legal documents on behalf of your Rhode Island LLC, you could follow this formula to avoid problems:

1. Formal name of your business
2. Your signature
3. Your name
4. Your position in the business as its authorized representative

See the image below for an example.

This ensures that you are signing on behalf of your Rhode Island LLC and not as yourself.

Keep Your Company Compliant

Rhode Island Business Permits and Licenses

To operate your Rhode Island LLC you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.

The details of business licenses and permits vary from state to state. Make sure you read carefully. Don't be surprised if there are short classes required as well.

Fees for business licenses and permits will vary depending on what sort of license you are seeking to obtain.

Find out how to obtain necessary Rhode Island business licenses and permits for your business or have a professional service do it for you:

• Federal: Use the U.S. Small Business Administration (SBA) guide.
• State: Use Rhode Island's Official Website.
• Local: Contact your local county clerk and ask about local business licenses and permits.

Rhode Island LLC Tax Requirements

Depending on the nature of your business, you may be required to register for one or more forms of state tax.

Sales Tax

If you are selling a physical product, you’ll typically need to register for a seller's permit through the Rhode Island Division of Taxation website.

This certificate allows a business to collect sales tax on taxable sales.

Sales tax, also called "Sales and Use Tax," is a tax levied by states, counties, and municipalities on business transactions involving the exchange of certain taxable goods or services.

Read our sales tax guide to find out more.

Employer Taxes

If you have employees in Rhode Island, you will have to register for the Unemployment Insurance Tax and the Employee Withholding Tax on the State of Rhode Island's Taxation website.

Federal LLC Tax Requirements

Most LLCs will need to report their income to the IRS each year using:

• Form 1065 Partnership Return (most multi-member LLCs use this form)
• Form 1040 Schedule C (most single-member LLCs use this form)

How you pay yourself as an owner will also affect your federal taxes. Visit our guide to learn more about how to pay yourself from your LLC.

File Your Rhode Island LLC Annual Report

Rhode Island requires LLCs to file an annual report. This form can be submitted online or by mail. 

Avoid Automatic Dissolution

LLCs may face fines and even automatic dissolution when they miss one or more state filings. When this happens, LLC owners risk the loss of limited liability protection. A quality registered agent service can help prevent this outcome by notifying you of upcoming filing deadlines and by submitting reports on your behalf.

Make Running Your Business Easier

After starting a business, two of the most important things you can do are get professional accounting and hire the right employees. Streamlining these processes can save you time and money as your business grows.

Hiring Employees

If you plan to hire employees for your Rhode Island LLC, stay compliant with the law by following these steps:

• Verify that new employees are able to work in the US
• Report employees as "new hires" to the State
• Provide workers' compensation insurance for employees
• Withhold employee taxes
• Print workplace compliance posters and place them in visible areas of your work space

FAQ: Hiring Employees

Accounting For Your LLC

It’s critical to get your books in order, even if you haven’t officially opened for business. A well-managed accounting system will help you:

• Track your business finances, including bills, expenses, and income.
• Simplify your annual tax filings.

You can maintain your accounting in two ways:

• Use a DIY accounting software. This can come with an increased risk of errors especially when starting a new business.
• Hire an accounting service. They can provide comprehensive advice to help optimize your bookkeeping and taxes as well as additional services such as payroll etc.

Interfacing with Clients and Customers

In the day-to-day of running a business, it's hard to be readily available for new clients or customers who want to contact you. For service-based businesses that don’t already have a brick-and-mortar location, a virtual office can solve this problem. You can get a dedicated business mailing address and a business phone number with call-forwarding so that you never need to worry about losing a potential customer.

Women in Business Tools and Resources

If you have a woman-owned business, many resources are available to help you concentrate on your business’s growth:

• Funding - (ie. grants, investors, loans)
• Events - (ie. conferences, meetups)
• Guides - (ie. business formation, personal growth)
• Support - (ie. advice, communities, business strategies)

Our information and tools will provide educational sources, allow you to connect with other women entrepreneurs, and help you manage your business with ease.

More Information

Register a Foreign LLC in Rhode Island

Forming a foreign LLC allows your company to operate as one entity in multiple states. If you have an existing LLC and want to do business in Rhode Island, you will need to register as a foreign LLC. This can be done by mail.

How to Obtain a Certificate of Good Standing

A Certificate of Good Standing verifies that your Rhode Island LLC was legally formed and has been properly maintained. Several instances where you might need to get one include:

• Seeking funding from banks or other lenders
• Forming your business as a foreign LLC in another state
• Obtaining or renewing specific business licenses or permits

You can order a Rhode Island LLC Certificate of Good Standing online.

Dissolve Your Rhode Island LLC

If at any point in the future you no longer wish to conduct business with your LLC, it is important to officially dissolve it. Failure to do so in a timely fashion can result in tax liabilities and penalties, or even legal trouble. To dissolve your LLC, there are two broad steps:

• Close your business tax accounts
• File the Articles of Dissolution

When you are ready to dissolve your LLC, follow the steps in our Rhode Island LLC Dissolution Guide.