Certificate of Authority – Rhode Island LLC

The Rhode Island Application for Registration for a Foreign Limited Liability Company is the document you need to file if you want to extend your out-of-state LLC into Rhode Island. This process is also referred to as a “foreign registration.” If you know your LLC needs to foreign register in Rhode Island, let us take care of all the paperwork for you! We’ll file your application and securely receive your state mail, protect your privacy by serving as your registered agent, and give you access to the lifetime support of our RI business experts.

Hire Us to File Your Rhode Island LLC Registration – $149 + state fees

Do I Need to Register My LLC in Rhode Island?

The most common reasons businesses are foreign registered in Rhode Island are:

• a storefront is opening to sell products or services here
• Rhode Island residents are being hired as employees
• property in Rhode Island is being leased or purchased by or for your LLC

As always, if you have any doubts about your LLC’s foreign registration eligibility, check in with a business lawyer or accountant to make sure.

Ready to foreign register into Rhode Island now? Our guide below will show you what to do before you apply, how to complete the Application for Registration for a Foreign LLC, and what is required to keep your LLC in good standing moving forward.

Before You Register a Rhode Island Foreign LLC

Performing the following 3 tasks before filing for foreign registration makes the whole process faster and easier:

1. Order a Certificate of Good Standing

Also called a “Certificate of Existence,” this document is ordered from your LLC’s home (or domestic) state. The Certificate of Good Standing shows Rhode Island that your business actually exists and is actively doing business. A copy of this certificate must be attached to your Rhode Island foreign registration application. This certificate must be dated within 60 days of your application submission date. If you have a certificate that is older than 60 days, you will need to order a fresh one for Rhode Island to accept.

Costs and processing times for ordering a Certificate of Good Standing vary from state to state. Luckily, Rhode Island processes foreign registration application usually within a day! So if your certificate is about to expire, getting your foreign registration application submitted right away could save you time and money.

2. Make Sure Your LLC Name is Available in Rhode Island

Your LLC name is all yours in your home state, but that doesn’t mean other businesses can’t use it in other states. You can check to see if your LLC name is available by searching in the Rhode Island Corporate Catalog. If your search finds no matches, you should be good to go!

If you find exact or very similar matches to your LLC name, you may need to operate in Rhode Island under an alternate name, or “fictitious name.”  You can call the Rhode Island Secretary of State at 401-222-3040 to see if they will accept your LLC name as it is or to confirm you will need to choose an alternate name. If you need to choose another name, check the Rhode Island Name Availability Guidelines to make sure your new name follows the rules.

3. Choose a Rhode Island Registered Agent

Since you are new to this state, and Rhode Island requires all entities to list a registered agent name and address at all times, you might be wondering how to meet this requirement. The registered agent information is public record and there must be someone there during business hours to receive your state and legal mail. This makes listing yourself or convincing a friend or employee to serve as the agent difficult.

Hiring a registered agent service when you’re new to a state has many benefits for you and your business. Here’s what Rhode Island Registered Agent service can do for you:

• Privacy – Use our address on public state record instead of your own
• Filing Service – Let our Rhode Island filing experts handle all your state filings for you
• Mail Security – We have real people here during business hours to safely receive your important business mail
• Online Client Portal – View all mail and state filings we receive from your computer or mobile phone
• RI Business Experts – Our local Rhode Island business experts can be reached by phone or email to answer all your questions
• Affordable – Only $49 per year! Get immediate access to our address as soon as you sign up

If you’re ready to expand your business into Rhode Island and need a registered agent address, click the link below to take advantage of our service! We’ll walk you through the Application for Registration for a Foreign Limited Liability Company next.

Sign Up for Rhode Island Registered Agent Service – $49 per year

How to Register a Rhode Island Foreign LLC

Your Rhode Island Foreign LLC Registration application has 5 steps and can be submitted online, by mail or in person:

Step 1: Provide Required Information

The Application for Registration for a Foreign Limited Liability Company requires the following information:

• Name of your LLC – The name must match exactly with the name on your Certificate of Existence.

Optional: Enter the alternate name you will be operating under in Rhode Island on the second line if your original company name on Line 1 is not available.

• State of Domestic Formation – This is the place where you initially formed your LLC.
• Formation Date – Provide the date your LLC was first formed in your domestic state.
• Period of Duration – Mark “Perpetual” if you want to operate in Rhode Island until you choose to close your business. Mark “Date certain for dissolution” if you only want to be active in Rhode Island for a short period of time.
• Registered Agent – Include the agent’s name and physical address in Rhode Island.
• Business Purpose – This is a brief, specific description of what your business sells or the services it provides.
• Principal Office Address – Enter the principal address on record for your LLC in your domestic (home) state.
• Mailing Address – Address where you want Rhode Island to send state and legal mail (this can be your registered agent address)
• Management Structure – Is your LLC Member-Managed (all members participate in day-to-day management duties) or Manager-Managed (members have nominated or hired particular individuals to manage the business for them)?

“Member-Managed” LLCs – Rhode Island will not record or publicly list LLC member names or addresses.

“Manager-Managed” LLCs – Rhode Island will record and publicly list LLC manager names and addresses.

• Effective Date – You can choose a specific date to have your foreign registration active, or you can have it become active the day the state approves your application.
• Sign & Date – The signature should belong to the authorized person submitting this application.
• Filer Information – The person submitting this application must provide contact information in case the state has questions. This information is kept private.

Step 2: Provide a Certificate of Existence

If filing online, upload a .pdf copy of the Certificate of Existence from your LLC’s domestic (home) state. Include the certificate itself if filing by mail or in person.

Your certificate must be dated within 60 days of this foreign registration submission date.

Step 3: Submit Your Registration Application

You can submit your application to Rhode Island online, by mail or in person:

• Online –  Complete the application through the Rhode Island Business Registration site, choose “File Online”

The state processing fee is $150 + $6 for credit card processing = $156 total

You can use a credit or debit card, or for $100 you can start a Rhode Island Subscriber Account that will invoice you every month for all state fee balances due.

• By Mail or In Person – Print out and complete the Rhode Island Foreign LLC Registration application and a copy of your Certificate of Existence. Write a check or money order for $150 payable to “RI Department of State” or pay in person with credit/debit card, check or cash.

Mail or submit in person to: Business Services Division, 148 W. River Street, Ste. 1, Providence, RI 02904

Step 4: Register with the Rhode Island Division of Taxation

All businesses are required to register with the Division of Taxation, a step you can take when filing online. The RI Division of Taxation Business Application & Registration packet can also be printed out and mailed in.

A fee of $400 is due to the Division of Taxation every year (even if your LLC made no money). The due date for most business taxes is March 15th. Check the Rhode Island tax filing calendar for more information regarding exceptions and extensions.

Step 5: Confirm your filing information

If filing online, you will be given a chance to review all the information you entered on the Rhode Island Foreign LLC Registration application. Once you click to confirm, you will move on to the payment screen, where you can enter your credit card information and submit your application.

Now that your application has been submitted, it may take the state around 5 business days to process once your application is received. Add a couple extra days for mailed in applications. Don’t have time to deal with all the paperwork? Consider hiring us to take care of all this for you!

Rhode Island LLC Registration the Easy Way

Our foreign LLC filing service will take care of this whole process for you so you can focus on running your expanding business! Our expert filing service will quickly and accurately prepare your application for submission. Below is a breakdown of fees and filings included with our service:

• $156 Foreign Registration state filing fee + payment processing fee
• $100 Our filing fee
• $49 Rhode Island Registered Agent service for 1 year
• $25 BOI filing fee (optional)
• FREE Operating Agreement (optional)
• FREE Secure online portal with 24/7 access
• FREE Rhode Island LLC Annual Report reminder service

The cost for the Certificate of Existence from your home state is the only thing missing above. The price for this certificate is different from state to state, but our online order form will add this fee when you choose your home state. Already have a recent copy? Great! You can email it to us and we’ll remove that charge from your order. Get started with the link below!

Quick & Easy Rhode Island LLC Registration – $149 + state fees

FAQ

Still have questions about having an LLC in Rhode Island? Check out our FAQs below, or better yet, give us a call during business hours at (401) 484-6420. We look forward to hearing from you and helping you with all your questions!

Is there an annual report for Rhode Island LLCs?

Yes, Rhode Island requires all LLCs to submit an annual report between February 1st and May 1st each year starting the year after you register. For example, if you foreign registered on April 1st, 2024, then your first annual report would be due by May 1st, 2025. The fee is $50 (+ $2.50 online payment processing fee). You can submit the annual report by mail, in person or online.

To begin the filing, you will need the CID/PIN number that was sent to your registered agent for your LLC. If you don’t have or can’t find this number, you need to email the state at “[email protected]” or call them at 401-222-3040. You will also need your Rhode Island entity ID number, which can be found by searching for your LLC on the Rhode Island Corporate Catalog.

The annual report gives you a chance to update or confirm the following information on state record:

• Business principal office and mailing address
• Business purpose
• State of organization
• Contact person name and address
• NAICS Code – If this is your first annual report, you will need to choose the NAICS code that most closely describes your LLCs services and/or products

If you forget to file the annual report, the state gives you a 30 day grace period before adding a $25 late fee. After the report is 60 days late, your LLC could be revoked by the state. After a year late, your LLC name would become available for anyone to use. While your LLC is in revoked status, taxes and late fees will continue to add up. The best way to avoid filing late and all those fees is to set a reminder in your calendar, or hire a registered agent service who will send reminders and get this filing prepared for you!

Do I need to update my Beneficial Ownership Information report?

You may have already submitted a BOI Report for your domestic LLC location, but you may need to submit an update to your BOI for your Rhode Island foreign location if:

• You have to operate in Rhode Island under a different name because your original LLC name was not available
• The LLC ownership information for the Rhode Island location is different from the information submitted on your first BOI in any way
• If you have questions, contact FINCEN or speak with a business lawyer

Is my LLC information private in Rhode Island?

This depends on the management type of your LLC: is it Member-Managed or Manager-Managed?

• Member-Managed: All members of the LLC are involved in the day to day running of the business. From applying for loans, opening bank accounts, hiring and paying employees, performing the services and selling the products. This is the most common LLC management structure.
• Manager-Managed: The members of the LLC nominate certain members or hire others to run the business. The manager performs all the functions listed above, and the members take a more passive investor positions. For example, if an LLC has members who invest in buying a bunch of rental properties, they would most likely choose to be Manager-Managed. The members would hire a property management company as the “manager” to review renter applications, give tours of the property, hire cleaning services, etc. instead of doing all that themselves.

Member information is not recorded on state record and is not displayed on public record in Rhode Island. However, manager information is required to be listed on state record and available to the public.

What if my company name is already being used in Rhode Island?

If your original company name is not available in Rhode Island, you will need to choose a different name for your LLC to use here. There is no extra filing fee for processing an “alternate name” for the Rhode Island location of your LLC. You simply choose a name, make sure it’s available using the Corporate Catalogue Search site, and write it in on the 2nd line under the “Name of your LLC” section of the foreign registration application.

Do I need a business license in Rhode Island?

Your LLC may need a business license depending on the nature of the services or products your business offers.

If your LLC offers plumbing, electrical, or engineering services, you may need professional licensing in Rhode Island. The state Professional License Renewal site lists out professions that require new or renewal of their occupational licensing. The Department of Business Regulation also has information on licensing for companies that sell alcohol or other controlled substances, or that offer insurance or banking services.

If your LLC needs licensing or permits at the county or city level, find that contact information on the Rhode Island Cities & Towns Directory.

If you’re not sure if your LLC requires special licensing, you can use the Rhode Island Business Assistant wizard. Here, you’ll answer questions about your LLC and receive a list of potential taxes, permits, or licensing you may need.

What if I need to make changes to my foreign registered LLC?

The action you need to take to update your foreign LLC information depends on what needs to be updated. Below is a chart on the most common changes made and how to make them:

If you need help submitting any of these filings, or have questions about them, don’t hesitate to give us a call during business hours: (401) 484-6420

What if I need to close my business in Rhode Island?

If your LLC no longer needs to be registered in Rhode Island, you’ll need to officially withdraw it to close it. Here are the steps to closing your business:

• Verify your eligibility to withdraw with the Division of Taxation

Your LLC must be current on all taxes and annual report fees with the state to be eligible for withdrawl. You can email the Division of Taxation at [email protected] to verify your status, or you can check your status and pay any fees due online through the RI Taxpayer Portal.

• Submit the Certificate of Cancellation for a Foreign LLC filing for $75

Once you have verification that your LLC is current on fees and taxes, you can file the Certificate of Cancellation online through the Business Services Online Filing System. It can also be mailed in or delivered in person. Include a check or money order for $75 made out to the RI Department of State:

Business Services Division
148 W. River Street, Ste. 1
Providence, RI 02904

Again, if you have any question or need any assistance with this filing, we can help you with all your questions!

How do I contact the Rhode Island Department of State?

Need to contact the state directly? All the state contact information is below: