HOW TO INCORPORATE IN RHODE ISLAND
To incorporate in Rhode Island, you must first complete a formation document called the Articles of Incorporation and file the document with the Rhode Island Secretary of State.
Once the Secretary of State records your company’s Articles of Incorporation, technically, your Rhode Island business is incorporated. However, just filing the Rhode Island Articles of Incorporation doesn’t mean your business is ready for operations.
Throughout this page, you’ll discover the incorporation services we offer in Rhode Island, the advantages to starting a corporation here, how to do it yourself, and everything your business needs to get up and running.
Our Rhode Island Incorporation Service
Here’s what our Rhode Island Incorporation process includes:
- Articles of Incorporated filed by professional business filers
- Custom corporate bylaws
- Custom shareholder certificates
- Certification of Incorporation emailed directly to you
- Access to Your Secure Client Portal
- One year of registered agent service
- Option to register a fictitious business name (DBA) for $150 using our Trade Name Service after purchasing our LLC formation service.
On top of all that, we’re transparent about our prices. We won’t ever try to up-sell you unnecessary services.
|Rhode Island State Filing Fee||$238|
|Our Formation Service Fee||$100|
|One Year Registered Agent Service||$49|
Why should I choose Rhode Island Registered Agent LLC to incorporate my business?
We might be a little biased, but we believe Rhode Island Registered Agent LLC is the best in the industry. When you choose us to incorporate your business, you choose fast and efficient service.
For $387, Rhode Island Registered Agent LLC will form your Rhode Island corporation from start to finish.
Rhode Island Corporation Advantages
Incorporation is a big deal. Because of the complex rules and formalities associated with a corporation, there is a certain pomp and circumstance that comes along with slapping the “Inc.” on your company name. Corporations are taken seriously, and elevating your company to an incorporated entity attracts respect in the business world.
Investors prefer traditional corporations because of their tried and true structure. Unlike an LLC, corporations are designed with the sale of stock and shareholders already in mind. Corporations have a historically successful structure in America and can attract investors and retain them because of this.
There is no limit on the amount of shareholders a C-corporation can have. This allows for more opportunity for investment into the company. More investment can mean more growth and more growth can mean more investment. You see where this is going.
A RHODE ISLAND INCORPORATING GUIDE
Sometimes you just want to do it on your own.
And that’s a-okay. We want to help you and your business any way we can. Here’s a brief DIY guide to incorporate your business in Rhode Island.
Choose a Name for the Corporation
The name of your corporation must follow a few rules. For one, it must include on of the following terms:
- “Corporation” or “Inc.”
- “Company” or “Co.”
- “Incorporated” or “Inc.”
Additionally, it must be unique and distinguishable from any other corporations filed with the Rhode Island Secretary of State. It’s a good idea to check and see if the name you want is available before you file. You can do that by visiting the Rhode Island Business Portal website.
Decide if the Corporation is Closed or Not
Closed corporations, sometimes called “family corporations,” are simplified versions of a typical corporation. Closed corporations have fewer rules and requirements than regular corporations. The option to be a closed corporation, rather than a regular corporation, might be a good idea if you are the only shareholder, or if you and your spouse are the only members of a corporation.
There are extra rules that apply to closed corporations and not to regular corporations. If you have more questions about the closed corporation option, you can contact the Rhode Island Secretary of State Office. If you do not intend to be a closed corporation, check the “No” box on Line 1 of the Articles of Incorporation
Decide How Many Shares You Want to Issue
If you own shares in a company, you are a partial owner of the company. Sometimes this is referred to as “having stock in a company.” When you incorporate your business, you are required to decide how many shares the corporation has the authority to issue and what class of stock they are.
There are two main types of stock: preferred and common. Each class of stock has unique features, as well as pros and cons–depending on the issuing corporation. Common stock is–as the name would suggest–the most common type of stock issued. Common stock allows shareholders to have voting rights, regarding the selection of the board of directors.
If a company issues preferred stock, the shareholders who have preferred stock typically do not have voting rights. However, they do usually receive their dividends first and are in a higher position than common stock shareholders to receive profits and payouts.
Decide on the Par Value Per Share
The par value of a share is the lowest amount a company will allow a share to be sold for. Rhode Island requires all corporate shares to have a par value no less than one cent ($0.01) per share. In general, stock structure can be confusing. There are a lot of options and opinions on stock structure best practices. If you are forming a corporation for the first time (or even the tenth time), it may be a good idea to consult a business accountant for more information.
Complete the Articles of Incorporation
In addition to the name of the corporation, whether or not the corporation is closed, and share information, the following items are required to be included on the Articles of Incorporation:
- The name and address of its registered agent
- The name and address of each incorporator
- The signature of at least one incorporator
The Articles of Incorporation form is oftentimes referred to as “Form 400” in Rhode Island. A PDF of it can be downloaded from the Rhode Island Secretary of State Document Library website. The document must be typed to be accepted. All illegible documents will be rejected.
File the Articles of Incorporation
Once the Articles of Incorporation are complete, you can file them online, via mail, or in-person with the Rhode Island Secretary of State Division of Business Services. The filing fee to file the Articles of Incorporation is $230. There is currently no option to expedite forming a corporation in Rhode Island. If you are paying by check or money order, make it payable to “R.I. Department of State.” When the Articles of Organization are accepted, a Certificate of Incorporation will be issued by the Secretary of State.
Acceptable Payment Forms Location
7-10 Check, Money Order Division of Business Services
148 W. River St.
Providence, RI 02904-2616
In-person <1 Check, Money Order, Cash, Card Office of the Secretary of State
148 W. River St.
Providence, RI 02904-2616
Electronic 1-2 Card
For more information on Rhode Island Secretary of State filing fees, visit the Fee Schedule for the Division of Business Services website or call the Rhode Island Secretary of State office at (401) 222-3040.
Has my Rhode Island Corporation been formed yet?
To find out if your corporation has been formed, you need to search the Secretary of State’s corporate database for your corporation’s name. Once you find your corporation, you can request a copy of the Certificate of Formation for download. The fee is $22 and can be paid online. It is a good idea to have a print copy of the Certificate of Formation in your business files.
NEXT STEPS FOR YOUR
RHODE ISLAND CORPORATION
Corporate bylaws outline and identify how the company should be managed and regulated. The initial bylaws of a corporation must be adopted either by the incorporators or the board of directors of the company at the organization meeting.
Bylaws also include information about the initial shareholders of a company and their initial contributions; the amount and class of shares each shareholder has; and the the duties and powers of the board of directors and corporate officers.
While these documents are highly important and critical to the operation of the company, it is not required that you file them with any governmental agency. Corporations in Rhode Island are not required by law to have corporate bylaws, however, it is highly advisable that they do.
Obtain an Employer Identification Number (EIN)
An Employer Identification Number is a unique nine-digit number issued by the IRS for federal tax purposes. If you plan to open a business bank account or hire employees, you will need to obtain an EIN. Getting an EIN is free and can be completed at the Internal Revenue Service (IRS) website.
Apply for Additional Licenses and Permits
Depending on the kind of business you are conducting, you may need additional licenses and permits. These requirements vary from city, to state, to federal level. If you think you may need one, it is a good idea to check. You can find out more by visiting the State of Rhode Island Department of Business Regulation website.
File an Annual Report
The annual report is a document filed with the Rhode Island Secretary that contains information about your corporation, including:
- The corporation’s entity number
- The name of the corporation
- The address of the principal office of the corporation
- The NAICS code
- The names and addresses of the officers of the corporation
- The name and address of the registered agent
- The amount of shares authorized to be issued by the corporation
- The signature of an authorized representative
There is a $50 fee to file your annual report and it must be filed by May 1, beginning one year after the formation of your corporation. The Secretary of State will send a reminder to your registered agent prior to January 1 of each year.
The annual report form is commonly referred to as Form 630 and can be found and filed online at the Rhode Island Secretary of State website. If you file after June 1, you will be issued a $25 late fee. Failure to file your annual report will result in the revocation of your corporation’s Certificate of Incorporation. Additionally, the annual report must be typed or printed legibly in black ink. All illegible documents will be rejected by the Secretary of State. If you have any questions about the annual report filing requirements, you can contact the Rhode Island Secretary of State at (401) 222- 3040.
If you do not want to file your report online, you can submit it via mail, with the filing fee, to:
Division of Business Services
W. River Street
Providence, Rhode Island 02904-2615
You can avoid the hassle.
You can still hire Rhode Island Registered Agent LLC to incorporate your business. Our corporation formation package includes:
Completed Articles of Incorporation
Fast and accurate filing done by professionals
Custom shareholder certificates
Annual report reminders
An easy-to-use client portal to keep track of your business documents
Starting a corporation is a big deal. The formation process doesn’t have to be. Rhode Island Registered Agent LLC is here to help.
RHODE ISLAND INCORPORATION
FREQUENTLY ASKED QUESTIONS
What is a registered agent?
A registered agent is an individual or legal entity that will accept all legal service for the corporation, as well as any correspondence from the state. The registered agent must have a valid street address in Rhode Island. A P.O. box address does not count. When you form a corporation, you are required to select a registered agent and list the name and address of the entity on the Articles of Incorporation.
What is a registered office?
The registered office is the physical location where your business documents are kept and where legal service is accepted. This address must be a physical address located in Rhode Island.
What is a fictitious business name (DBA)?
A fictitious business name is commonly called a DBA (for “doing business as”). Lots of corporations in Rhode Island opt to have a fictitious business name because it gives them more franchising and branding opportunities. To register a fictitious business name for your corporation, select Trade Name Service inside your client account after signing up for our business formation service. We will register your corporation’s fictitious business name for $150.
What is a “franchise tax”?
A franchise tax (also known as a “privilege tax”) is generally a flat tax imposed on businesses. In Rhode Island, the minimum franchise tax is currently $400 applicable to all corporate business entities formed in the state. This tax increases based on the net worth of the company. While LLCs are not subjected to this tax, they are required to pay an annual fee equal to the minimum amount of the franchise tax ($400).
For more information, check out the Rhode Island Division of Taxation website or the Rhode Island Department of Revenue Division of Taxation Entity Filing Requirements website.
Who is an authorized representative?
An authorized representative is an individual who is permitted to act on behalf of the corporation. It is not necessary for an authorized representative of a corporation to be a shareholder of the company.
What is the difference between a Corporation and an S-Corporation?
An S-corporation is a business entity that is created by first filing Articles of Incorporation, and then a separate form with the IRS to elect an “S” status. An “S” status allows the business entity to bypass federal income tax. Instead, the revenue of the business is passed to the shareholders and taxed at the individual level. Corporations without an “S” status are subject to Rhode Island corporate tax.
There are also differences in how fringe benefits provided by corporations and S-corporations are taxed. Benefits that are tax-free for a corporation may not be tax-free for an S-corporation.
However, there are many similarities between the two legal entities: both are created by filing Articles of Incorporation, both provide limited liability for shareholders, both can sell stock, and both have an unlimited lifespan. The differences really come down to how you want your company to be taxed-which is a good conversation to have with your business accountant who will be able to get into the nitty-gritty details and help you decide what’s best for your company.
What are shareholder certificates?
Shareholder certificates are documents that are issued by a corporation that certify that the person identified on the document is a legitimate owner of shares in the corporation. The certificate includes the name and address of the shareholder, the number of shares held, the class of the shares, and the amount that was paid for the shares.
When and where do shareholders meet?
Shareholder meetings are required to be held annually. The specific date of the shareholder meeting should be outlined in the bylaws of the corporation. If a shareholder meeting is not held within thirteen months, a court may order one to be held.
There are no regulations regarding the location of a shareholder meeting. If a shareholder meeting location is not selected, all meetings are to be held at the office of the registered agent. Shareholders must be informed of a meeting no less than ten days and no more than sixty days before the date of the meeting. Shareholders who cannot physically be present at the shareholder meeting are permitted to participate remotely.
Where do I find my corporation’s entity number?
Your corporation’s entity number is found by searching for your corporation in the Rhode Island Corporate Database. This number is required to file corporate annual reports.
What is the NCAIS code?
The NCAIS code is a six-digit code that describes and categorizes business activity in Rhode Island. NCAIS stands for “North American Industry Classification System.” Keeping track of what businesses do and how they are categorized provides insight into economic trends and statistical data. For more information, you can review the PDF of the NAICS Codes provided by the Rhode Island Secretary of State.
Who is on the board of directors of a corporation?
The board of directors of a corporation is a group of people that handle the “big picture” elements of a corporation. The board of directors is elected by the initial shareholders of a corporation. The responsibilities of a board of directors is outlined in the corporation’s bylaws and may also be regulated by the corporate laws of the state where the corporation is formed.
In Rhode Island, directors of a corporation do not need to be residents of the state or shareholders of the corporation, unless the bylaws of the corporation determine otherwise.
What is the organization meeting?
The organization meeting is a meeting of the proposed directors, officers, and shareholders of a newly formed corporation. The official elections of the board of directors should take place during this meeting. The agenda should include: taking and noting attendance, adopting the Articles of Incorporation, adopting the bylaws, issuing shareholder certificates, and electing the officers of the corporation.
Who is an officer of a corporation?
Corporate officers are appointed by the board of directors to handle the day-to-day operations of the corporation. Corporations typically have at least three offices to fill: the president, the treasurer, and the secretary. It is permissible for one individual to fill the role of all of these offices. Officers of a corporation do not have to be shareholders of the corporation, but being a shareholder does not permit an individual from being a corporate officer.
Who can sign the Articles of Incorporation?
An authorized representative of the corporation can sign the Articles of Incorporation. An authorized representative is an individual who is permitted to act on behalf of the corporation. It is not necessary for an authorized representative of a corporation to be a shareholder of the company.
Consequently, Rhode Island Registered Agent LLC can operate as the authorized representative of your company if you hire us to incorporate your business.