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Rhode Island LLC Annual Report: $50 Due February 1 to May 1, Plus the $400 Annual Charge and Revocation for Misses

Every Rhode Island LLC files an annual report, Form 632, with the Department of State between February 1 and May 1 of each year following formation, for $50, or $52.50 online. The late penalty is $25 per year. Alongside it sits the $400 annual charge to the Division of Taxation, and the sanction behind both is revocation, undone only at $50 per year since revocation plus the missing filings and a Division certificate of good standing.

By the LLCForming research teamFees checked Nov 8, 2026

The annual report, in one table

Item	Rhode Island rule
Who files	Each domestic LLC and each foreign LLC authorized to transact business in this state, under Section 7-16-66(a).
When	Between the first day of February and the first day of May in each year following the calendar year in which the original articles of organization or application for registration were filed, under Section 7-16-66(a). The first report is therefore due in the calendar year after formation or registration, not in the formation year. Forms 400 and 450 repeat the instruction and note a courtesy reminder mailed to the agent before February 1. Proof that the report was deposited in U.S. mail, sealed, properly addressed, with postage prepaid, prior to May 1 is deemed timely filed under Section 7-16-66(b).
Fee	$50 under Section 7-16-65(13). Filed online, the Department's File Your Annual Business Report page adds a $2.50 enhanced access fee, for $52.50 in total.
Late penalty	$25 per year under Section 7-16-66(d), for a company that fails or refuses to file its report for any year within thirty days after the time prescribed. Thirty days after May 1 is May 31, which is why the Department applies the penalty on June 1, plus $3.00 to file the late report online.
What it contains	Under Section 7-16-66(a): the name and address of the principal office; the state or other jurisdiction under whose laws the company is formed; the current mailing address and the name or title of a person to whom communications may be directed; a brief statement of the character of the business actually engaged in in this state; and any additional information required by the secretary of state. Information is given as of the date of execution.
Corrections	If the secretary of state returns a nonconforming report for correction, the late penalties do not apply if the corrected report is returned within thirty days from the date it was mailed to the company, under Section 7-16-66(c).

One history note, because the wrong window is still in circulation: the current February 1 to May 1 window rests on P.L. 2021, ch. 137 and ch. 138, effective January 1, 2022. Before that change, Section 7-16-66 stated September 1 to November 1. The old window has not been the law since January 1, 2022, and the Department's current annual report page publishes the February to May window.

The second recurring duty: the $400 annual charge

The report is only half of Rhode Island compliance. Under Section 7-16-67, the LLC owes an annual charge to the Division of Taxation equal to the corporate minimum tax under Section 44-11-2(e), currently $400, carried on Form RI-1065 for a partnership-taxed or single-member LLC and on 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 of March 15 or April 15. The Department of State states the charge is owed whether or not business is conducted or a profit is made and is not pro-rated. A charge not paid by the return due date draws a $100 addition. Under Section 7-16-67.1(a), the tax administrator may, after July 15 of each year, compile a list of LLCs that have failed to pay the Section 7-16-67 fee for one year after it became due, certify the list, and on receipt the secretary of state may initiate revocation proceedings under Section 7-16-41. Tax compliance and report compliance are therefore the same risk in Rhode Island, not two separate ones.

Revocation: the sanction, after sixty days notice

Rhode Island calls its administrative sanction revocation, not administrative dissolution. Under Section 7-16-41(a), the secretary of state may revoke the certificate of organization of a domestic LLC, or the certificate of registration of a foreign LLC, when it is established that the articles were procured through fraud; that the company has exceeded or abused its legal authority; that the company has failed to file its annual report within the time required, or has failed to pay required fees when due, or the secretary has received notice from the Division of Taxation under Section 7-16-67.1 that the company has failed to pay fees or taxes due the state; that the company has failed for thirty days to appoint and maintain a resident agent; that it failed after a change of resident agent to file the required statement of change; that it failed to file a required amendment, articles of dissolution, cancellation of registration, merger, or consolidation; or that a material misrepresentation was made in a filing. Under Section 7-16-41(b), there is no revocation unless the secretary of state gave the company notice not less than sixty days before revocation, by regular mail to the resident agent on file, specifying the basis, and the company failed before revocation to cure it. Under Section 7-16-42, the secretary of state issues a certificate of revocation, and upon its issuance the authority of the company to transact business in this state ceases. Appeal to superior court is provided by Section 7-16-44.

Reinstatement: $50 per year or part of a year, within twenty years

Reinstatement is by withdrawal of the certificate of revocation under Section 7-16-43, and it is not a flat $50. Within twenty years after the certificate of revocation was issued, the secretary of state may withdraw it and retroactively reinstate the company in good standing as if its certificate had not been revoked, on three conditions: the company files the documents it had previously failed to file, as set out in subdivisions (3) through (6) of Section 7-16-41(a), including the missing annual reports; the company pays a penalty of fifty dollars for each year or part of a year that has elapsed since the issuance of the certificate of revocation; and the company files a certificate of good standing from the Rhode Island Division of Taxation. Section 7-16-8(d) reinforces the gate: the secretary of state may not accept 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. If another qualified entity meanwhile took the same name, Section 7-16-43(b) conditions withdrawal on the reinstated company amending its articles or registration to a different name. Older guidance describing a ten year window reflects the pre-2021 text; the current compiled text says twenty years.

The other standing duty: the resident agent record

Under Section 7-16-11(a), the company must continuously maintain a resident agent for service of process, an individual resident of this state or a domestic or authorized corporation, limited partnership, or limited liability company, at a Rhode Island street address. A statement of change of resident agent costs $20, an agent address-only change costs nothing, and a resignation takes effect thirty days after filing. Because the annual report courtesy reminder is mailed to the agent, and because sixty days revocation notice is mailed to the resident agent on file, a stale agent record is how a manageable late report becomes a revocation the owner never saw coming. Failure to maintain a resident agent for thirty days is itself a revocation ground under Section 7-16-41(a)(4).

Closing a Rhode Island LLC on purpose

Dissolution events are in Section 7-16-39 and include the time specified in the articles, an event specified in the articles or a written operating agreement, and member action under Section 7-16-21(b), which by default means the affirmative vote of members representing a majority of the capital values of all unassigned membership interests. Winding up runs under Section 7-16-45, and assets are distributed under Section 7-16-46 first to creditors, then for member distribution liabilities, then to members and former members to return capital values and in distribution proportions, except as the articles or a written operating agreement provide. The filing is the Articles of Dissolution, Form 404, for $50 under Section 7-16-65(4), filed not later than thirty days following the dissolution and winding up under Section 7-16-47. The tax gate is stated precisely, because Rhode Island is not a no-clearance state. Section 7-16-8(c) provides that the secretary of state may not accept for filing any article of dissolution, cancellation of registration, or article of merger until all required filing and other fees have been paid to the secretary of state and all fees and taxes have been paid. Form 404 implements that gate as a certification on the form itself: item 7 certifies that the limited liability company has no outstanding tax obligations and has paid all fees and taxes as required by Section 7-16-8, and the instructions direct the filer to confirm with the Division of Taxation that all tax obligations have been satisfied and to file the final tax return before submitting. No separate Division certificate document is named in Section 7-16-47 or Form 404 for the dissolution itself; a Division certificate of good standing is expressly required by statute for reinstatement, not for dissolution. A foreign LLC closes its Rhode Island presence with a certificate of cancellation of registration under Section 7-16-53 for $75, subject to the same Section 7-16-8(c) payment gate. Our dissolution guide covers the wind up order.