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What Does an LLC Cost in Rhode Island?

Rhode Island: $150 to form, then $550 of state charges attach to the first year once the $400 annual charge for that year is counted, and $450 every year after. The $50 annual report is the small half of the recurring bill. The $400 charge under Section 7-16-67, owed whether or not the LLC did business or made a profit and never pro-rated, is the number that decides whether Rhode Island is a cheap state or an expensive one, and it is an expensive one.

By the LLCForming research teamFees checked Nov 8, 2026

Year one: what you pay to exist

Year-one cost in Rhode Island	Amount
Articles of Organization, Form 400, Department of State	$150
Annual charge, Division of Taxation (Section 7-16-67), owed for the formation year	$400
EIN from the IRS	$0
Operating agreement (you write it, not filed)	$0
Total state cost, year one	$550

Year one is $150 at the Department of State counter and $400 at the Division of Taxation, and the second figure is the one most guides leave out. The $400 annual charge is owed for a year in which the LLC exists, is not pro-rated, and is owed regardless of how long the business operated in the calendar year or whether it conducted business or made a profit at all, per the Department of State's Costs and Fees footnote. It is paid with the Division return for that tax year, Form RI-1065 for a partnership-taxed or single-member LLC or Form RI-1120S for an S corporation-taxed LLC, which falls in the following spring for a calendar year LLC. What is not in year one is the annual report: the first Form 632 is not due until the February 1 to May 1 window of the calendar year after formation. The optionals are priced plainly. A name reservation is $50 for 120 days, with no renewal. A fictitious business name statement, the LLC's DBA, is $50 with the Secretary of State. A statement of change of resident agent is $20, and an agent address-only change is free. Serving as your own resident agent, if you are a Rhode Island resident, costs nothing; hiring a commercial agent service is a market purchase, not a state fee.

Every year after: the cost of staying alive

Recurring cost in Rhode Island	Amount
Annual report, Form 632, due February 1 to May 1	$50 ($52.50 filed online)
Annual charge, Division of Taxation (Section 7-16-67)	$400
Typical recurring total	$450/yr

A recurring $450 a year comes with two calendars, one per office. At the Department of State, Form 632 is due between February 1 and May 1 each year following the formation year, $50 on paper or $52.50 online, with proof of mailing prior to May 1 deemed timely and a thirty day correction window that protects a returned report from late penalties. The penalty for missing it is $25 per year under Section 7-16-66(d), applied June 1, plus $3.00 to file the late report online. At the Division of Taxation, the $400 charge is due with the return for the year, Form RI-1065 or RI-1120S by tax posture, and a charge not paid by the return due date draws a $100 addition. Both failures converge on the same sanction: revocation under Section 7-16-41, after not less than sixty days notice, including revocation started from the tax administrator's certified list under Section 7-16-67.1 once a charge has been unpaid for a year. Reinstatement runs through Section 7-16-43 within twenty years, at $50 per year or part of a year since revocation, plus the missing filings and a Division certificate of good standing.

What drives the Rhode Island total, year one vs. later

One figure drives it: the $400 annual charge in Section 7-16-67, equal to the corporate minimum tax, owed by a default pass-through LLC and by a disregarded single-member LLC alike, whether or not business was conducted or a profit was made, and never pro-rated. Add the $50 annual report and Rhode Island's recurring total is $450 a year, nine times the report fee alone, which puts the state near the top of the recurring table despite a mid-range $150 formation fee. Year one carries the $400 as well, because the charge attaches to the year of existence and is paid with that year's Division return the following spring, so the honest first year total is $550 even though only $150 is paid at filing. The penalties stack on top of the charge rather than replacing it. A late report adds $25 per year, a late annual charge adds $100, unpaid charges can be certified by the tax administrator to the secretary of state after a year and start revocation, and reinstatement after revocation is priced at $50 for each year or part of a year since revocation, plus the missing filings and a Division of Taxation certificate of good standing. The figures that scale with income, the optional pass-through entity tax election at 5.99%, withholding on nonresident members, and C corporation tax above the $400 floor at 7% of net income, are elections or income based taxes, explained below and kept out of the flat total.

The Rhode Island fees around the formation

Section 7-16-65 is the Act's fee schedule, and most Rhode Island LLC filings an owner will ever meet are in it. These are the lines most likely to come up:

Rhode Island filing	Fee
Name reservation (120 days, no renewal)	$50
Statement of change of resident agent	$20
Statement of change of address only for a resident agent	$0
Amendment or restatement of the articles	$50
Certificate of correction	$50
Articles of merger or consolidation, with certificate	$100
Fictitious business name statement (or abandonment of use)	$50
Certificate of good standing or letter of status	$20
Certificate of fact	$30
Application for Registration (foreign LLC, Form 450)	$150
Amendment of registration (foreign LLC)	$50
Certificate of cancellation of registration (foreign LLC withdrawal)	$75
Articles of Dissolution (Form 404)	$50
Any other statement or report except an annual report	$10

How the $400 charge is carried, by tax posture

The Department of State's Pay Your Business Taxes page prices the same $400 for each LLC tax posture, on a different form and deadline. An LLC taxed as a partnership pays $400 on Form RI-1065, due March 15. A single-member LLC pays $400 on Form RI-1065 filed with RI-1040, due March 15 or April 15, because a single-member LLC follows the due date of its owner; unlike the federal disregarded treatment, the Department states the single-member LLC is required to file a return for the LLC, which is a legal entity separate from its owner, while the owner reports the pass-through income on RI-1040. An LLC that elected S corporation taxation pays $400 on Form RI-1120S, due March 15. An LLC that elected C corporation taxation pays Rhode Island corporate income tax of 7% of net income or $400, whichever is greater, on Form RI-1120C, due April 15, so $400 is its floor rather than a flat total. The Division's stated exception is general partnerships, which file RI-1065 but owe no annual fee; they are not LLCs, and the exception does not reduce an LLC's charge. Two income based items sit outside the flat total. Pass-through withholding on a nonresident member's Rhode Island source share runs at the highest individual rate, currently 5.99%, or 7% for corporations, through RI Schedule PTW, and is not required for a member whose Rhode Island share is less than $1,000 for the year. And for tax years beginning on or after January 1, 2019, a pass-through entity may elect to pay the state tax at the entity level at 5.99% through RI Schedule PTE, with each owner's share reported as a credit on the owner's return; the election is optional and income based, so it is excluded, as are sales, employer withholding, and unemployment taxes.

Closing has a tax gate

Articles of Dissolution, Form 404, cost $50, and Section 7-16-8(c) bars the secretary of state from accepting them 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 carries the gate on its face: item 7 is the company's certification that it has no outstanding tax obligations and that, as required by Section 7-16-8, it has paid all fees and taxes, 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 first. The $400 charge for the final year of existence is part of what must be satisfied, and it is not pro-rated. Stated precisely: no separate Division of Taxation certificate document is named in Section 7-16-47 or Form 404 for a dissolution; the freestanding Division certificate of good standing is expressly required for reinstatement, under Sections 7-16-43(a)(3) and 7-16-8(d).

Run your own version, with an optional registered agent added, in the LLC cost calculator. Every state's year-one and recurring totals sit in one table on the national cost hub, and if a service would act as your agent, the registered agent price tracker follows what that costs at each tracked provider. If you would rather a service handled the filing, the services comparison prices that honestly, renewals included.