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How to Form an LLC in Rhode Island

Rhode Island charges $150 to form an LLC, and then charges $450 a year to keep it, because on top of the $50 annual report sits a flat $400 annual charge that most out of state guides miss entirely. The state also calls its agent a resident agent, not a registered agent, makes the articles state the company's intended federal tax treatment, runs its annual report from February 1 to May 1 under current law, and calls its administrative sanction revocation, with reinstatement priced per year, never as a flat fee.

By the LLCForming research teamFees checked Nov 8, 2026

The Rhode Island filing steps

1. Check your name on the state's own search

   Check the name against the Department of State's records before you file. Under Section 7-16-9(a)(1), a Rhode Island LLC name shall end with either the words "limited liability company" or the letters "l.l.c." with or without punctuation; note that the statute lists the abbreviation as "l.l.c." with or without punctuation, and does not list "LLC" without periods as a separate form. A low-profit LLC ends with "low-profit, limited liability company" or "L3C" or "l3c" instead. Under Section 7-16-9(a)(2), the name shall be distinguishable upon the records of the secretary of state from the name of any corporation, non-business corporation or other association, limited partnership, or domestic or foreign limited liability company organized, registered, or qualified in this state, and from any name filed, reserved, or registered under Title 7; words or abbreviations required by statute to identify entity type are disregarded in that test. A check does not hold the name. To reserve one, apply under Section 7-16-10 for $50 under Section 7-16-65(8); if the name is available the secretary of state reserves it for one hundred twenty (120) days for your exclusive use, the reservation is transferable by a signed notice, and Section 7-16-10 contains no renewal mechanism, so the 120 days is all you get.

2. Choose your resident agent

   Rhode Island uses the resident agent wording, and the statute controls even where a Department web page says registered agent loosely. The section is titled "Resident agent," Section 7-16-11. Under Section 7-16-11(a), each domestic or foreign registered limited liability company shall have a resident agent for service of process on the company, who shall be either an individual resident of this state, or a corporation, limited partnership, or limited liability company, and in each case either domestic or one authorized to transact business in this state. Forms 400 and 450 both require a Rhode Island street address for the resident agent and office, expressly not a P.O. Box. To change the resident agent or the agent's address, file a statement signed by any authorized person under Section 7-16-11(b), for $20 under Section 7-16-65(10). An agent changing only its own address files a statement under Section 7-16-11(c) for no fee, under Section 7-16-65(11). A resignation under Section 7-16-11(d) takes effect thirty days after it is filed unless a later time is specified. Under Section 7-16-11(e), the secretary of state is appointed the agent of the company for service of process if no resident agent has been appointed, if the agent's authority has been revoked, or if the agent cannot be found or served following reasonable diligence. Keep the record current: failure to appoint and maintain a resident agent for thirty days is a ground for revocation under Section 7-16-41(a)(4).

3. File the Articles of Organization with the Department of State

   File the Articles of Organization, Form 400, with the secretary of state at the Department of State, Business Services Division. The fee is $150 under Section 7-16-65(1), and Form 400 prints the same $150.00 filing fee. Section 7-16-2(12) defines filing to include paper delivery and electronic transmission through a medium the secretary of state provides and authorizes, and Form 400's instructions give the paper route: the fee is payable by mail via check made payable to RI Department of State, or in person at the Business Services Division, 148 W. River Street, Ste. 1, Providence, RI 02904. Under Section 7-16-6(a), the articles must state the name of the company; the name and address of its resident agent in this state; whether the company is to be managed by its members or by one or more managers, and, if it has managers at formation, each manager's name and address; the name and address of the person authorized to sign and who does sign the articles; the address of the principal office if it is determined at the time of organization, with Form 400 directing you to state "not yet determined" if it is not; and any other provision not inconsistent with law that the members elect to set out. No member names are required for a member-managed company. One contents item is a genuine Rhode Island quirk: Section 7-16-6(a)(3) requires a statement whether, under the articles and any written operating agreement made or intended to be made, the company is intended to be treated as a partnership, as a corporation, or disregarded as an entity separate from its member, for purposes of federal income taxation, so the intended federal tax treatment goes in the articles themselves. Form 400 states the default in its own text: the company has the purpose of engaging in any lawful business and perpetual existence unless a more limited purpose or duration is set out. Under Section 7-16-5(b), the company is formed when the secretary of state accepts the articles for filing and issues the certificate of organization, and under Section 7-16-8(g) a later effective date in the document may run not more than ninety days after filing.

4. Get an EIN from the IRS

   Free, online, and takes minutes once your Rhode Island filing is approved. Never pay a service for this. See EIN for an LLC for the walkthrough and the one IRS rule (a real person as responsible party) that surprises people.

5. Write your operating agreement

   Under Section 7-16-2(23), an operating agreement means any agreement, written or oral, of the members as to the affairs of the company and the conduct of its business, and it also includes a document adopted by the sole member of a single-member company. Written or oral agreements both count under the general definition, with one caution a drafter should not miss: several provisions of the Act refer to a written operating agreement specifically, including the federal tax treatment statement in the articles under Section 7-16-6(a)(3), manager rights under Section 7-16-15, and dissolution events under Section 7-16-39, so an oral agreement does not reach those points as the provisions are written. The Act's defaults yield to the articles and the operating agreement throughout: members vote in proportion to the capital value of their unassigned interests unless otherwise provided under Section 7-16-21(a), and an assignee becomes a member only with the unanimous consent of the other members except as otherwise provided in a written operating agreement under Section 7-16-36(a). The agreement is an internal document. It is not among the Section 7-16-6 contents of the articles and Section 7-16-65 sets no fee for one. Put it in writing anyway, because the provisions that matter most in a dispute are the ones that ask for a written agreement.

6. Open the business bank account and handle licenses

   Bring your approved formation document and EIN letter. Then check your city and county for a general business license and your industry for state permits. Rhode Island issues no single statewide general business license through the Department of State. Licensing is industry specific, through state agencies and boards, or local, through your city or town. The state level steps most operating businesses meet run through the Division of Taxation: registration through the Business Application and Registration (BAR) form and the RI Taxpayer Portal, a retail sales permit and Form RI-STR monthly returns for retail sellers, and RI-941 withholding for employers, where those activities apply. Check your industry and your locality before you budget, because those offices, not the Department of State, set those charges.

Filing details that trip people up

• The $400 annual charge is flat, mandatory, and in the totals. It is the Rhode Island quirk. Under Section 7-16-67, a default pass-through LLC owes an annual charge to the Division of Taxation in an amount equal to the corporate minimum tax under Section 44-11-2(e), currently $400, in addition to the $50 annual report. The Division of Taxation states that LLCs not treated as a corporation on the federal level, and single-member LLCs expressly, file Form RI-1065 and, general partnerships excepted, are subject to that annual fee; a general partnership is not an LLC, so the exception does not reduce an LLC's $400. The Department of State lists the charge as $400 with this footnote: the tax is owed whether or not business is conducted or a profit is made, the minimum annual tax is not pro-rated, and it will be owed regardless of how long the business operated in the calendar year. An LLC taxed as an S corporation pays the same $400 on Form RI-1120S, and an LLC taxed as a C corporation pays the greater of 7% of net income or $400 on Form RI-1120C, so $400 is its floor. A charge not paid by the return due date draws a $100 addition, and charges unpaid for a year feed the revocation route in Section 7-16-67.1. Because the charge is flat, it belongs in the calculator and in the cost page totals: recurring cost in Rhode Island is $50 plus $400, or $450 a year.
• The annual report window is February 1 to May 1 under current law. The September to November window is old law. Under Section 7-16-66(a), each domestic and foreign LLC shall file its annual report, Form 632, between the first day of February and the first day of May in each year following the calendar year in which its articles or application for registration were filed, so the first report falls in the calendar year after formation, not in the formation year. The fee is $50 under Section 7-16-65(13), or $52.50 filed online once the Department's verified $2.50 enhanced access fee is added. The late penalty is $25 per year under Section 7-16-66(d), attaching when the report is not filed within thirty days after the prescribed time, which is why the Department applies it on June 1. One line of history, because stale guides still print the old dates: the September 1 to November 1 window was the pre-2022 text of Section 7-16-66, superseded effective January 1, 2022 by P.L. 2021, ch. 137 and ch. 138. Any guide still quoting September to November for a Rhode Island LLC is quoting repealed law.
• Foreign LLCs register on Form 450 for $150, with a home state certificate dated within 60 days required by the form. Under Section 7-16-49(a), a foreign LLC shall register with the secretary of state before transacting business in this state, on the Application for Registration, Form 450, for $150 under Section 7-16-65(15). The home state certificate requirement comes from the official form, not from the text of Section 7-16-49(b), whose list does not name a certificate: Form 450, instruction 10 and item 10, requires a Certificate of Good Standing or Letter of Status from the state or country of formation dated within 60 days of the date of the filing to accompany the application, and instruction 1 requires the entity name to match the name on that certificate. Present the 60 day rule as what it is, a Form 450 instruction. Under Section 7-16-54, a company that transacts business unregistered may not maintain any action, suit, or proceeding in a Rhode Island court until it registers, although its contracts stay valid and it can still defend one, it appoints the secretary of state as its agent for service of process for claims arising out of that business, and a member is not liable for its debts solely because of the unregistered business; the section contains no per-year civil penalty or back fee schedule. Withdrawal is a certificate of cancellation of registration under Section 7-16-53, for $75 under Section 7-16-65(17), not $50.
• An LLC's DBA is a fictitious business name statement filed with the Secretary of State for $50, not a city or town clerk filing. Under Section 7-16-9(b)(1), a domestic or foreign LLC may transact business in this state under a fictitious name provided that it files a fictitious business name statement, and under Section 7-16-9(b)(2) the statement shall be filed with the secretary of state, setting out the fictitious name and the company's name, jurisdiction, and date of organization. The fee is $50 under Section 7-16-9(b)(7) and Section 7-16-65(9), which prices abandonment of use at the same $50. The statement expires on the filing of a statement of abandonment or on the dissolution of a domestic LLC or cancellation of registration of a foreign LLC, and no annual renewal for an LLC fictitious name appears in Section 7-16-9(b). Under Section 7-16-9(b)(5), a company transacting business under a fictitious name without filing may not maintain any action on a contract made or transaction had in that name until the statement has been filed. The Department of State's Trade Names page directs LLC filers to the fictitious business name statement through the Corporate Online Filing System; the separate trade name system is for persons trading under a name other than their real names, and it too is now filed with the secretary of state, for $20 under Section 6-1-2, since the 2024 amendments took effect on January 1, 2025. Our DBA guide covers the details.
• The sanction is revocation, and reinstatement is $50 per year or part of a year, never a flat $50. Under Section 7-16-41(a), the secretary of state may revoke the certificate of organization or certificate of registration on grounds that include failing to file the annual report on time, failing to pay required fees or, on notice from the Division of Taxation under Section 7-16-67.1, failing to pay fees or taxes due the state, and failing for thirty days to appoint and maintain a resident agent. No revocation happens without notice of not less than sixty days under Section 7-16-41(b), and on issuance of the certificate of revocation the company's authority to transact business in this state ceases under Section 7-16-42(b). Reinstatement is by withdrawal of the certificate of revocation under Section 7-16-43, available within twenty years, on three conditions: filing the documents the company previously failed to file, payment of a penalty of fifty dollars for each year or part of a year that has elapsed since the certificate of revocation was issued, and filing a certificate of good standing from the Rhode Island Division of Taxation. Section 7-16-8(d) bars acceptance of a reinstatement until all required filing and other fees have been paid to the secretary of state and all fees and taxes have been paid, as evidenced by that Division certificate. A page that quotes a flat $50 reinstatement fee for Rhode Island has misread the per-year penalty as the whole price.

After your Rhode Island LLC is approved

Get the EIN, open the business bank account, and handle the Division of Taxation side in the same pass, because Rhode Island's recurring cost is split between two offices. The $400 annual charge rides on the Division return for the tax year: Form RI-1065 for a partnership-taxed or single-member LLC and Form RI-1120S for an S corporation-taxed LLC, due March 15 for most filers, with a single-member LLC following its owner's due date, March 15 or April 15. The charge is owed for the formation year itself, is not pro-rated, and is owed whether or not business was conducted. Then calendar the Department of State side: the first annual report, Form 632, $50 or $52.50 online, falls in the February 1 to May 1 window of the calendar year after formation, and every year after. Keep the resident agent record current as well, with a $20 statement of change when the agent changes and no fee for an agent address-only change. If the business will trade under a different name, file the fictitious business name statement with the Secretary of State for $50 before using the name.

The full recurring picture for Rhode Island, with fees and due dates, is on the Rhode Island annual report and compliance page, and the money view is on the Rhode Island LLC cost page.

Rhode Island LLC questions