Rhode Island Corporation

What is a Rhode Island Corporation?

Rhode Island Corporation or Rhode Island INC, is a business formation registered with the Rhode Island Secretary of State. The Rhode Island Corporation will be able to issue shares of stocks to employees and investors, unlike an LLC in Rhode Island.

Rhode Island Corporation Requirements

  1. State Filing Fee of $230+.
  2. A Registered Agent located in Rhode Island. See our service here.
  3. Articles of Incorporation.
  4. Beneficial Ownership Information Report filing. Your report must be submitted after company formation starting January 1, 2024.

Rhode Island Corporation Structure

RI Business Corporations are structured legally with the Rhode Island Articles of Incorporation. Like many states, the document for a Corporation formation is short and simple.

The required information to be listed:

  • Name
  • Shares
  • Registered Agent
  • Incorporator
  • Filing Date

Name

The name of the Rhode Island Corporation is to be listed exactly as it is to be used. The name must have one of the following corporate designators: “Corporation”, “Company”, “Limited”, “incorporated” or the abbreviation “Inc.”, “Co.”, “Corp” or “Ltd.”.

Shares

A statement of the total number of shares the Rhode Island Corporation will have authority to issue. A Corp with 75 million authorized shares or less will pay the minimum $230 filing fee for Corporation formation.

Registered Agent

Registered Agents are a requirement to file your new Rhode Island Corporation. The agent must be located in Rhode Island at a real street address, not a PO Box. The RI Registered Agent will accept any service of process or other legal documents.

Incorporator

One or more individuals may act as an Incorporator of a Corporation in Rhode Island. The names and addresses of these persons must be listed on the incorporation documents.

Filing Date

You may have the Articles of Incorporation filed as soon as the filing is received by the Business Services Division or you can set a date in the future for the Corp to become effective. The future date shall not be more than 90 days ahead of the turned in filing.

Rhode Island Incorporation Facts
Incorporation Filing Articles of Incorporation
Fee $238 (minimum)
Registering Agency Division of Business Services
Processing Time 4 Business Days
Online Filing Yes
Annual Report Due March 1
Annual Report Fee $50
Our Total Fee $383 (includes registered agent)

How to File a Rhode Island Corporation

Steps to Open a New Rhode Island Corporation:

  1. Choose a Name for Your Rhode Island Corporation: In Rhode Island, your corporate name must include one of the following: Corporation, Company, Incorporated, Limited, or an abbreviation of one of these words. The name you select must be distinguishable from all other names already registered with the Secretary of State. You can do a RI business name search to check for current availability.
  2. Submit Articles of Incorporation: To form a corporation in Rhode Island, you must submit Articles of Incorporation to the Division of Business Services. You can submit a paper copy by mail, or you can file the Articles online. The minimum filing fee is $230 (with greater fees for corporations authorizing more than 75,000,000 shares of stock).
  3. Appoint a Rhode Island Registered Agent: You must designate both a Rhode Island registered agent and a registered office within the State. A registered agent accepts service of process on behalf of your corporation. The registered office must be a physical street location. PO boxes will not be accepted.
  4. Draft Corporate Bylaws: A corporation is governed by its Bylaws, which outline both the ownership and the management of the company. Bylaws lay out the initial shareholders, the amount and type of stock that they own, and their initial investment in the company. Bylaws also designate the corporate management: Board of Directors, corporate Officers (President, Vice President, Secretary, Treasurer), as well as procedural issues such as annual shareholder meeting times and locations.
  5. Open Bank Accounts: A corporation will need at least one business account to process the monetary transactions of the company. To open a business account, you will need to contact the bank and ask what documents they require. Most banks will want copies of your Articles of Incorporation, corporate Bylaws, and an initial resolution authorizing the opening of the account.
  6. File an Annual Report: Annual Reports must be filed in Rhode Island between January 1 and March 1, beginning in the year following incorporation. Notifications will be delivered to your Rhode Island registered agent. The Annual Report fee is $50. A failure to file will result in a $25 penalty, and can lead to a revocation of your corporation’s authority to do business.
  7. Submit Beneficial Ownership Information Report: You must a file a BOI report with the Financial Crimes Enforcement Network after formation, starting January 1, 2024. The BOI report is free to file and must be submitted online.

How Do I Incorporate Online in Rhode Island?

The Secretary of State manages a Business Services Online Filing System through which you can submit documents to the Division of Business Services. When you file documents online, you must pay with a credit card.

Online processing is fully automated. While documents are generally processed within seven to 10 business days, online filings are usually processed the same day. Notifications are not sent when your filing is processed. Instead, a Certificate of Incorporation will be filed and available for view on the Secretary of State website once the filing is complete.

If your filing is not accepted, you will be contacted within 10 business days.

How Do I Calculate My Initial Filing Fee?

The Division of Business Services requires a minimum fee of $230 for all corporations that authorize 75 million shares of stock or less. This fee is actually a combination of two separate charges: a $70 filing fee and a minimum $160 licensing fee.

The licensing fee increases if you authorize more than 75 million shares of stock. In that case, the charge is 1/5 cent per share for each share. The Division of Business Services urges corporations authorizing more than 75 million shares to contact the DBS to get an accurate fee estimate. You can reach the DBS at: 401-222-3040.

Checks should be made payable to: RI Department of State.

Do I Have to Set a Par Value for My Authorized Shares?

No. Par value is the lowest value at which your shares of stock can be sold. This is different from the actual value of those shares at a given time. You are allowed to set a par value for your stock, but you are not required to. If you choose not to set a par value, the automatic value of $0.01 per share will be assigned.

How Do I Confirm My Corporation Filing?

The Rhode Island Secretary of State maintains a retrievable and viewable database of all business filings. You can search the RI Corporate Database and see both accepted and rejected filings.

The Division of Business Services will NOT send a paper confirmation of your accepted filing. However, if your filing was rejected, you will be contacted by email.

What is the Filer Contact Sheet?

The Division of Business Services attaches a Filer Contact Sheet to the Articles of Incorporation. This form must be filled out in its entirety or else the filing will be rejected. The form merely requests information about the filer, so that the DBS may contact the filer in the event that more information is needed to process the filing.

What is a Rhode Island Registered Agent?

A Rhode Island registered agent accepts service of process (notice of a lawsuit) on behalf of your corporation. All registered agents must have a registered office within the State, which is a physical street address where service of process can reliably be delivered by hand during regular business hours. When service of process (or other official business documents) are accepted, the registered agent must contact you and forward the documents to you in a timely manner.

Do I Have to Inform My Registered Agent of the Appointment?

Yes. You cannot appoint a registered agent without their consent. Doing so is a misdemeanor punishable by a $1000 fine or one year in prison, or both.

Rhode Island Corporation Compliance

After you form a Rhode Island Corporation, you will be responsible for submitting an Annual Report each year. The report must be filed between January 1 and March 1. Annual Reports can be filed by paper or online. There is a $50 filing fee.

Corporations must also pay a State corporate tax. The tax rate is set at 9% or $2.50 for every $10,000 of authorized stock, whichever amount is greater.

Federal Beneficial Ownership Information Report Filing

Starting January 1, 2024, most newly-formed corporations are required to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN) following company formation. On your report, you’ll need to disclose some basic details about your company and those with the most control over your corporation’s profits and operations. Save yourself from the additional paperwork with our $25 BOI report filing service.

Why Hire Corporate Filing Solutions to Form Your Rhode Island Corporation?

Starting your Corporation in Rhode Island shouldn’t be a hassle or a time consumer. That’s why we offer Filings Made Easy™ to make starting a Corporation in Rhode Island super easy.

Hire us and relax while our filing experts form your new Rhode Island Corporation. Our staff will process orders the same business day as they are received. To make things even easier, we bundle the first year of registered agent service and ensure your Rhode Island Corporation comes fully equipped and ready to do its job.

Start your Corporation in Rhode Island and get Registered Agent service for as low as $55 a year.