Rhode Island LLC

What is a Rhode Island LLC?

A Rhode Island LLC is formed by filing a Certificate of Formation with the Secretary of State and paying the appropriate filing fee. A Rhode Island LLC is governed by its Operating Agreement, which is written and agreed upon by its members, and which lays out the management structure of the company. Each member offers a capital contribution in return for an ownership percentage.

Learn more below about the structure of a Rhode Island LLC and how one is formed.

Rhode Island LLC Requirements

1. Rhode Island LLC Articles of Organization.
2. State Filing Fee of $150.
3. A Registered Agent located in Rhode Island. See our service here.
4. Beneficial Ownership Information Report filing. Your report must be submitted after company formation starting January 1, 2024.

Rhode Island LLC Structure

RI Limited Liability Companies are structured legally with the Rhode Island Articles of Organization for a Limited Liability Company. Like many states, the document for an LLC is short and simple.

The required information to be listed:

• Name
• Resident Agent
• Taxation
• Principal Office
• Management
• Date
• Filer

Name

The name of the Rhode Island Limited Liability Company is to have the term “Limited Liability Company” or it’s abbreviation of “LLC” or “L.L.C.”.

Resident Agent

Your Resident Agent in Rhode Island must submit their name and address in Rhode Island for listing on the Articles of Organization for a Domestic Limited Liability Company ion Rhode Island.

Taxation

According to the Operating Agreement of Your Rhode Island L.L.C., you will list in what way the LLC will be taxed by the Federal Government. You may choose a partnership, corporation or disregarded as an entity separate from its member(s).

Principal Office

The Principal Office is to be listed. If an office address is not yet determined, list that response.

Management

You are required to state if the LLC is controlled by Member(s) or a Manager/Managers. Manager(s) name(s) and address will be listed on the Articles of Organization.

Date

A date can be arranged for initial filing date. This has to be within 30 days of the receiving date by the Business Services Division. You can certainly have the filing date be as soon as it is received as well.

Filer

Authorized person and filer information is required. This will include a phone number and email address.

Rhode Island LLC Filing

Steps to Form a Rhode Island LLC:

1. Choosing a Name for Your Rhode Island LLC: Before you file to form an LLC, you must first select a name for your company that adheres to the laws laid out in Section 7-16-9 of the Rhode Island Limited Liability Company Act. Your company name must include the words: Limited Liability Company, LLC, or L.L.C. You cannot register a name that is already in use within the State.
2. Filing Articles of Organization: To form an LLC, you file Articles of Organization with the Division of Business Services. This form can be submitted by mail or online. There is a $150 filing fee. Processing typically ranges from seven to 10 business days, although online filings are often processed the same day.
3. Appointing a Rhode Island Resident Agent: A Rhode Island resident agent accepts service of process (notice of litigation) on behalf of your corporation. All agents must maintain physical street address within the State, called a registered office, where service of process can be reliably delivered.
4. Writing an Operating Agreement: An LLC Operating Agreement outlines the ownership of the company and its management structure. The initial members, their membership shares, and their initial contributions are all listed, as well as any special rights, duties and responsibilities conferred by those shares. Whether an LLC is managed by its members or by managers is determined in the Operating Agreement.
5. Opening Business Accounts: A business account will be necessary to process all monetary transactions of your LLC. You should contact a local branch where you intend to open an account to inquire what documents are needed. Most banks will want to see copies of your Articles of Organization, your Operating Agreement, and an initial resolution authorizing the opening of the account.
6. Filing Annual Reports: After you form an LLC in Rhode Island, you must file an Annual Report with the Secretary of State each year. LLCs must file between September 1 and November 1. The filing fee is $50. LLCs failing to submit an Annual Report, either by mail or online, will face a penalty and the possible revocation of their Certificate of Organization.
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.

Do I Have to Designate Management on the Articles of Organization?

Yes. You must acknowledge that your LLC is either member-managed or manager-managed. If your LLC is going to be managed by managers, you will need to list their names and addresses.

Is My Rhode Island LLC Considered a Professional Service?

Rhode Island state statutes define particular businesses as “professional services.” These companies fall under the regulatory jurisdiction of certain state agencies.

The following professions require special authorization from state agencies:

• Engineering (State Board of Registration for Professional Engineers)
• Land Surveying (State Board of Registration for Land Surveyors)
• Architecture (State Board of Examination and Registration of Architects)
• Landscape Architecture (State Board of Examiners of Landscape Architects)
• Practice of Law (Rhode Island Supreme Court)

How Are My LLC Managers Appointed and Removed?

Unless otherwise addressed by your Operating Agreement, managers can be appointed and removed with a simple majority vote of your LLC members.

Am I Required to Keep Records at My Principal Office?

Yes. A Rhode Island LLC is required by law to keep the following records and information at its principal office:

• Current list of full name and last known business address of members and managers
• Records indicating capital values and relative voting rights of members
• Articles of Organization (including restatements and amendments)
• Powers of Attorney
• Federal, state, and local income tax returns and reports for the past 5 years
• Operating Agreement
• Written records of all proceedings of members and managers
• Copies of financial statements for the past 5 years

All of these documents shall be made available to the Secretary of State, the Director of the Department of Business Regulation or the Attorney General upon request within 5 business days of being asked.

Can I View My Rejected Filing?

Yes. The Business Services Online Filing System allows you to look up and view any rejected filing. Rejected filings usually come with Comments by DBS filers, indicating mistakes. To make corrections, you will need to submit your filing over again.

Rhode Island LLC Resident Agent

A Rhode Island resident agent (also known as a registered agent) is responsible for fulfilling the following duties:

1. Maintaining a registered office within the State (physical street address, not a PO box)
2. Keeping regular business hours
3. Accepting service of process and official business mail on behalf of clients
4. Contacting clients when documents are accepted
5. Forward all documents to clients in a timely manner

Federal Beneficial Ownership Information Report Filing

As a newly-formed LLC, you’ll probably need to submit a Beneficial Ownership Information (BOI) Report to the Financial Crimes Enforcement Network (FinCEN). The BOI report provides the federal government with basic information about your LLC and the people with the most power over your business decisions and profits. Starting January 1, 2024, this report is due following company formation. This report is a little complicated, but we can make filing painless with our $25 BOI report filing service.

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

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

Hire us and relax while our filing experts form your new Rhode Island LLC. 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 LLC comes fully equipped and ready to do its job.

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