Form an LLC in Rhode Island

Cost to Start an LLC in Rhode Island

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Starting an LLC in Rhode Island is easy, just follow these simple steps:

STEP 1: Name your Rhode Island LLC

Choosing a company name is the first and most important step in starting your LLC. 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:

  • 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 make a business website today, you may want to buy the URL in order to prevent others from acquiring it.

Find a Domain Now

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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

FAQ: Naming an LLC

What is an LLC?

LLC is short for Limited Liability Company. It is a simple business structure that offers more flexibility than a traditional corporation while providing many of the same benefits. Learn more here.

Watch our 2 minute video: What is an LLC?

Do I need to get a DBA or Trade Name for my business?

Most LLCs do not need a DBA. The name of the LLC can serve as your company’s brand name and you can accept checks and other payments under that name as well. However, you may wish to register a DBA if you would like to conduct business under another name. Learn more here.

STEP 2: Choose a Registered Agent in Rhode Island

You are required to nominate a Rhode Island Registered Agent for your LLC.

What is a Registered Agent? A registered agent is an individual or business entity responsible for receiving important legal documents on behalf of your business. Think of your registered agent as your business' point of contact with the state.

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

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Recommended: Incfile provides the first year of registered agent service free with LLC formation ($49 + State Fees)

FAQ: Nominating a Registered Agent

Can I be my own Registered Agent?

Yes. You or anyone else in your company can serve as the registered agent for your LLC. Learn more here.

Is a Registered Agent service worth it?

Using a professional Registered Agent service is an affordable way to manage government filings for your LLC. For most businesses, the advantages of using a professional service significantly outweigh the annual costs. Learn more here.

STEP 3: File the Rhode Island Articles of Organization

To register your LLC, you will need to file the Articles of Organization with the Rhode Island Secretary of State. This can be done online, by mail, or in-person.

When filing, you will need to state whether your LLC will be member-managed or manager-managed. We recommend learning more about these two options before you file.

File the Articles of Organization

OPTION 1: File Online with the State of Rhode Island

File Online

- OR -

OPTION 2: File by Mail or In-Person

Download Form


State Filing Cost: $150, payable to Rhode Island Secretary of State. (Nonrefundable)

Mail to:

Division of Business Services

148 W. River Street

Providence, RI 02904

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

FAQ: Filing LLC Documents

What is the processing time to form my Rhode Island LLC?

5 to 7 business days online or by mail.

What is the difference between a domestic Rhode Island LLC and foreign LLC?

An LLC is referred to as a "domestic LLC" when it conducts business in the state where it was formed. Normally when we refer to an LLC we are actually referring to a domestic LLC. A foreign LLC must be formed when an existing LLC wishes to expand its business to another state. If you are filing as a Foreign Rhode Island LLC learn more here.

STEP 4: Create an 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.

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Recommended: Download a template or create a Free Operating Agreement using our tool.

FAQ: Creating an Operating Agreement

Do I need to file my operating agreement with the state?

No. The operating agreement is an internal document that you should keep on file for future reference. However, many states do legally require LLCs to have an operating agreement in place.

STEP 5: Get an EIN

What is an EIN? The Employer Identification Number (EIN), or Federal Tax Identification Number, is used to identify a business entity. It is essentially a social security number for the company.

Why do I need an EIN? An EIN is required for the following:

  • To open a business bank account for the company
  • For Federal and State tax purposes
  • To hire employees for the company

Where do I get an EIN? An EIN is obtained from the IRS (free of charge) by the business owner after forming the company. This can be done online or by mail.

NOTE

FOR INTERNATIONAL APPLICANTS: you do not need an SSN to obtain an EIN. Learn more here.

Get an EIN

Option 1: Request an EIN from the IRS

Apply Online

- OR -

Option 2: Apply for an EIN by Mail or Fax

Download Form

Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Fax: (855) 641-6935

Fee: Free

FAQ: Getting an EIN

How do I get an EIN if I don’t have a social security number?

An SSN is not required to get an EIN. You can simply fill out IRS Form SS-4 and leave section 7b blank. Then call the IRS at 267-941-1099 to complete your application. Learn more here.

What tax structure should I choose for my LLC?

When you get an EIN, you will be informed of the different tax classification options that are available. Most LLCs elect the default tax status.

However, some LLCs can reduce their federal tax obligation by choosing S corporation status. We recommend consulting with a local accountant to find out which option is best for you.

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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 LLC is sued. In business law, this is referred to as piercing your corporate veil.

You can protect your business 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.
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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 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 against 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. Get a free quote with ADP.
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How much will the right insurance cost you? Click here to find out.

Properly Sign Legal Documents

Improperly signing a 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 company, 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 LLC and not as yourself.

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Learn more on how to protect your business & personal assets by reading our article - How to Maintain your LLC Corporate Veil.

Keep Your Company Compliant

Rhode Island Business Permits and Licenses

To operate your 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 licenses and permits for your business or have a professional service do it for you:

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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 sellers 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.

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Register for Rhode Island State Taxes

Sales Tax | Unemployment Insurance Tax | Withholding Tax

Federal LLC Tax Requirements

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

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Read our LLC Tax Guide to learn more about federal income taxes for LLCs.

File Your LLC Annual Report

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

File your Annual Report

OPTION 1: File Online with the Rhode Island Secretary of State

File Online

- OR -

OPTION 2: File by Mail

Download Form


Fee: $50 (Nonrefundable)

Mail to:

Division of Business Services
148 W. River Street
Providence, RI 02904

Due Date: Due between September 1st and November 1st each year. Filings made 60 days or more prior to this period will not be processed and fees will be refunded.

Late Filings: Rhode Island charges a $25 penalty for late filings. In addition, Rhode Island can revoke an LLC's certificate of formation or certificate of authority for failure to file an annual report, resulting in loss of certain rights and privileges.

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.

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Recommended: Incfile offers a reliable registered agent service and excellent customer support.

Get Help Starting a Business in Rhode Island

We understand that creating an LLC and getting your business up and running comes with many challenges. To help you succeed, we compiled the best local resources in every major metro area in Rhode Island. You can get free assistance in the following areas:

Providence

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, stay compliant with the law by following these steps:

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Recommended: A payroll service saves you time and makes it easier to follow these requirements.

Gusto has a great payroll service for small businesses

FAQ: Hiring Employees

What is the minimum wage in Rhode Island?

The minimum wage for Rhode Island is $10.50 per hour.

How often do I need to pay employees?

Rhode Island requires wages to be paid weekly unless the employee's wages reach a certain threshold as described in the Rhode Island Labor and Labor Relations Statutes.

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.

The right software makes accounting easy. Look for software that:

  • Syncs with your bank automatically.
  • Matches transactions to invoices, bills and purchase orders.
  • Can be accessed from your phone.
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Recommended: QuickBooks has all the accounting features your small business will need.
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More Information

Register as 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.

Register as a Foreign LLC in Rhode Island

File by Mail with the Department of State

Download Form

Fee: $150 (Nonrefundable)

Mail to:

Division of Business Services
148 W. River Street
Providence, RI 02904

How to Obtain a Certificate of Good Standing

A Certificate of Good Standing verifies that your 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.

Order a Certificate of Good Standing

Request Certificate of Good Standing Online

Request Online

Fee: $22 (Nonrefundable)

Dissolve Your 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.

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