Rhode Island LLC Registration

Benefits to Starting an LLC in Rhode Island

Why should you form a Rhode Island LLC?

• Liability Protection:
  The advantage of an LLC over a sole proprietorship or general partnership is that you get limited liability protection. With a sole proprietorship or general partnership, there’s no legal separation between you and your business, leaving you vulnerable if your business is sued or incurs debts. Forming an LLC creates a separate legal entity, and you’ll only be held personally liable to the extent of your investment in the business. This helps protect your personal assets, including personal property, vehicles, and the money in your bank and retirement accounts.

• Simple Management:
  If you’re not a fan of rules and regulations, an LLC is a better choice than a corporation. When you form a corporation, you’ll need to elect a board of directors, hire officers, and hold annual meetings. With an LLC, you get to choose how your business is managed, whether that’s by your LLC members (LLC owners are called “members”) or managers you hire, by one person or twenty five. An LLC gives you management freedom.

• Fewer Taxes:
  Another reason to start an LLC instead of a corporation is fewer taxes. As the owner of a corporation, your profits are taxed twice: first when the corporation itself pays taxes and then again when you pay your personal income tax. With an LLC, you can avoid Rhode Island’s 7% corporate tax rate and the 21% federal corporate tax.

• More Privacy:
  In Rhode Island, you’re required to list the names of your managers but not the names of your members on your Articles of Organization. This includes members who also serve as managers, referred to as member-managers. That means you can keep all members’ and member-managers’ names off the public record and increase your privacy.

Ready for your LLC? Let’s get started.

How to Form a Rhode Island LLC

Here are the basic steps to register an LLC in Rhode Island:

1. Name Your LLC
2. Designate a Rhode Island Registered Agent
3. Submit Your Rhode Island LLC Articles of Organization
+ Start Filling Out Your Articles with Our Free Online Form
4. Draft an Operating Agreement
5. Get an Employer Identification Number
6. File Your Beneficial Ownership Information Report
7. Acquire all Necessary Licenses and Permits
8. Establish Your Online Presence

Name Your LLC

Your LLC’s name must be available—you can’t choose a name that is identical or too similar to a name that another business is already using. For example, if the name “Pizza Boys, LLC” were already taken, making a spelling change like “Pizza Boiz, LLC” would not be enough to make your name acceptable.

• Check the availability of your desired name using the Department of State’s Corporate Database.
• Review naming rules with the DOS’s Name Availability Guidelines.

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Designate a Rhode Island Registered Agent

Next, you’ll need to appoint a Rhode Island Registered Agent. Your registered agent is the individual or company that you choose to receive service of process and other important documents from the state on behalf of your LLC. In Rhode Island, registered agents are referred to as “resident agents” under the law, but the two terms are interchangeable. Having a registered agent is required under RI Gen Laws § 7-16-11.

You can serve as your own registered agent, but you don’t always work at the same location 5 days a week, all year round or if you don’t want to your address to go on the public record, you might reconsider. Registered agents are required to maintain a resident office where they are available to accept documents during regular business hours every week of the year, and they must list that address on the LLC’s Articles of Organization.

Hiring a registered agent service like Rhode Island Registered Agent LLC is more convenient and helps protect your privacy. We’re always on hand to receive vital documents and upload them immediately to your client portal, and our resident office address goes on your Articles, keeping your address private.

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Submit Your Rhode Island LLC Articles of Organization

To officially register with the state, you must file Articles of Organization for a Domestic Limited Liability Company with the Department of State. The filing fee is $150, and filings take between one and three business days to process.

You’ll need to include the following information:

• LLC Name
• The name and address of your registered agent
• The tax designation you intend to file your federal taxes under (i.e., disregarded entity, partnership, or corporation)
• Your LLC’s business address (if you have an address already)
• Any provisions you want noted on your Articles
• The names and addresses of your managers (if they are NOT members)
• The effective date of your filing (if not the date your Articles are received by the DOS, your effective can be up to 90 days from your date of filing)
• The name, address, and signature of the person authorized to file your Articles
• The filer’s contact information

More detailed information is provided in the DOS’s LLC Articles of Organization Filing Guide.

Mail or hand-deliver your articles to:

Division of Business Services
148 W. River Street,
Providence, Rhode Island 02904-2615

Mail-in filers can pay by check, and in-person filers can pay by check, cash, or card.

File online:

Division of Business Services Online Filing Service

Online filers can pay by card.

Start Filling Out Your Articles with Our Free Online Form

Use our free online form to start filing out your Articles of Organization. You don’t need to have all the information right now—you can save your progress and return later. This form is available to your whether you file on your own or hire us to do it for you.

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Draft an Operating Agreement

Much like corporate bylaws, an LLC operating agreement is an internal legal document that contains information about how your business is organized and about the rights and duties of your owners.

Typically, an operating agreement covers the following:

• LLC members’ ownership percentages
• Powers and responsibilities of LLC members and managers
• How LLC profits and losses are distributed
• Meeting requirements and rules
• Member voting rights
• Procedures for solving disputes among members
• How to carry out actions such as selling, merging, or dissolving the LLC

While having an operating agreement is not required under Rhode Island law, doing so helps protect your business and its owners by spelling out duties, procedures, and ownership interest. Otherwise, you may have to rely on spoke agreements that won’t hold up in court or the state’s default LLC laws, which may or may not work in your favor.

Many businesses hire a lawyer to write their operating agreement. Others write their own or use a template. As part of our LLC formation package, we provide FREE, attorney-drafted and structure-specific operating agreements. With other services, you might find yourself paying $100+ for an operating agreement.

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Get an Employer Identification Number

An Employer Identification Number, or EIN, is a 9-digit number issued to businesses by the IRS. It functions much like a social security number does for an individual. You use your EIN to file federal taxes, on employment forms, and on bank and credit applications.

While a single-member LLC can use the owner’s social security number, multi-member LLCs and all LLCs with employees must get an EIN. There are several ways to apply for an EIN, but the quickest and easiest way is online. There’s no fee to get an EIN. As your registered agent, we can lighten your paperwork load with our EIN filing service.

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Acquire all Necessary Licenses and Permits

No general business license is required in Rhode Island, but depending on your profession or industry, you may need a license or permit to operate legally. Professions and industries where specialized training is mandatory or where certain standards of performance must be met commonly require licenses. For example, health professionals, casino workers, and electricians all need professional licenses.

Licenses and permits are typically issued by the board or agency in charge of regulating your profession or industry. Beekeepers are licensed through the Department of Environmental Management, while restaurateurs can get licenses through the Department of Business Regulation.

Where to get licensing and permit information and applications:

• RI Department of Health Licensee Information
• RI Department of Business Regulation
• RI Department of Environmental Management Online Permits & Licenses
• RI Contractors’ Registration and Licensing Board

You may also need to obtain a license or permit at the local level. For example, the Providence Board of Licenses issues city-level licenses for industries like pawnbroking and laundry, as well as liquor licenses.

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Establish Your Online Business Presence

These days, an essential part of starting a business is getting online so that clients can find your with ease. Some businesses rely on social media to establish their online presence, but a business website is best. That way, you’re not at risk of losing your profile, and you have complete control over the content shared on your site.

When creating an online platform for your business, you’ll want to choose a domain name (also known as a web address or URL) that’s easy to remember and fits with your business name. For example, if you start “Pizza Bois, LLC,” your domain might choose www.PizzaBois.com as your domain.

For your website, you’ll want to get an SSL certificate for extra security (especially if you’re selling online). When it comes to designing your site, you’ll want to use a web service that provides website templates with easy-to-use editing features if you’re not tech-y.

Maintaining Your LLC

Here a few other things to keep in mind moving forward with your LLC:

Open a Business Bank Account

Opening a separate business bank is key to keeping your finances organized and making sure that your personal and business funds don’t overlap. You’ll thank yourself when it’s time to file your taxes.

When choosing a bank, consider interest rates and fees. You want high-interest saving saving accounts, checking account with low fees, and low-interest loans. To open your account, you may need to provide a copy of your formation paperwork, your EIN, and personal identification information.

Hire Employees

If you hire employees, you’ll need to report new hires, set up payroll, get workers’ compensation insurance, and make sure that you’re following all the rules and regulations to keep your employees safe.

• Report new hires within one month: RI New Hire Reporting Directory
• Learn about workers’ compensation and unemployment insurance: RI Department of Labor and Training

For more information on hiring employees, you can visit the DOS’ Business Basics Employees page.

Register with the Division of Taxation

LLCs with employees or that make retail sales need to register with the RI Division of Taxation. This will allow you to pay unemployment tax and to collect and pay Sales & Use Tax.

In Rhode Island, the state sales tax is 7%, with no local sales taxes. You many need to pay additional state taxes in certain industries (for example, Adult Use Cannabis Tax if you run a dispensary).

File Your Annual Report

Every year, you’ll need to file an Annual Report and pay the associated fee. This report ensures that the information the state has on file for your LLC remains up-to-date. Reports are due any time between February 1st and May 1st, starting the year after your company formation. Late filings are accepted until June 1st.

Annual reports can be filed by mail, in person, or online using the Secretary of State’s Business Services Online Filing System. The filing fee is $50 plus $2.50 if filed online. The fee for late filings is an additional $25, plus $3 if filed online.

Rhode Island LLC FAQs

How much does it cost to get an LLC in Rhode Island? And how long does it take?

It costs $150 to file your Articles of Organization. Once received by the Department of State, your paperwork should be processed in one to three business days.

Do I need a Rhode Island registered agent?

Yes. Having a registered agent is required by law. You can serve as your own agent, or go the convenient (and more private) route of hiring a registered agent service like us.

If I hire you as my registered agent, do you have any control or power over my LLC?

No. We may serve as your organizer (the person authorized to file your formation paperwork), but that does not give us any position, power, or interest in your company. We are a separate third party.

Can I order LLC formation without ordering registered agent service?

We offer LLC formation and registered agent service as a package deal. That allows us to up your privacy through the use of our business address. It also gives you accessible to additional filings and business services to support your LLC.

Why are your services cheaper than other business formation services?

Basically, we charge you less because we can. As a local company, we care about helping business owners like ourselves succeed—we’re not out to price-gouge other Rhode Island businesses. We make enough to stay in business and cover the bills, and that’s all we need.