Why Start an RI Corporation?
The state of Rhode Island offers a range of business incentives, creating a business-friendly environment within the state. Your corporation may be able to take advantage of these incentives, provided it meets qualifying criteria.
For example, the Qualified Jobs Incentive Tax Credit allows corporations to expand their workforce in Rhode Island or relocate jobs from out of state, and they can receive annual, redeemable tax credits for up to 10 years. Credits can equal up to $7,500 per job per year, depending on the wage level and other criteria.
For most entrepreneurs looking to start a larger business, an RI incorporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than a limited liability company (LLC). A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.
Is an LLC Better Than a Corporation?
It all depends on your goals. For smaller businesses, limited liability companies are usually a better option. An LLC is easier to set up and receives many of the same benefits as corporations, but with less regulation.
Learn more about forming a Rhode Island LLC so you can decide which business entity is right for you.
Benefits of Forming a Rhode Island C Corporation
Benefits of Forming a Rhode Island S Corporation
It offers several advantages similar to those provided by a C Corp including, but not limited to:
- Options for creating, transferring and selling stock, though not as many as a C Corp
- The capacity for up to 100 shareholders
- Simpler rules than those that apply to C Corporations
- Easy transfer of ownership simply by selling your stock
- The possibility of saving money by allowing you to pay less self-employment tax
In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Secretary of State in Rhode Island.
Start a Business in Rhode Island Checklist
To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.
How to Form an RI Corporation Yourself in 6 Steps
Step 1 - Choose a Unique Business Name and Complete a State Business Search
Step 2 - Provide an Official Business Address for Your Corporation
Step 3 - Assign a Registered Agent
Step 4 - File Your Articles of Incorporation with the Rhode Island Secretary of State (SOS)
Step 5 - Get an Employer Identification Number (EIN) from the Internal Revenue Service
Step 6 - Write Your Bylaws
Choose a Unique Business Name and Complete a State Business Search
Every Rhode Island business must have a unique name that isn't already in use by another business in the state. If you’re having a tough time coming up with a name, try using our Business Name Generator to gather ideas. You'll need to follow a few naming rules, which you can read about in detail on the Rhode Island Corporation Names page.
Once you’ve chosen a name, you’ll need to make sure it’s available in Rhode Island. To see whether another company in the state is using your preferred business name, use our tool to do a Rhode Island entity search.
You can also carry out a name search on the state's website.
Provide an Official Business Address for Your Corporation
All RI corporations must have a designated address. This could be your residence address (if you’re running the company from your home), a building where your office is located or any physical address of your choice. The address can be outside the state of Rhode Island and can be a P.O. Box.
You may also be able to use a virtual mailbox for your business address. This can be especially helpful if you run a home-based business and don't want your home address published as part of your business public record.
Assign a Registered Agent
Someone who receives official correspondence and is responsible for filing reports with the Rhode Island Secretary of State is known as a Registered Agent. Every Rhode Island corporation is required to have a Registered Agent.
You can fill this position yourself, assign another manager in your business or use a Registered Agent service. If your Registered Agent in Rhode Island is a person, they must have a physical street address in Rhode Island and must be available during business hours to receive important documents on behalf of your company. You'll appoint your Registered Agent when you file your Articles of Incorporation with the Secretary of State and formally create your corporation.
All of Incfile’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.
File Your Articles of Incorporation with the Rhode Island Secretary of State (SOS)
Once you've gathered all the information for your corporation, you’ll need to file your Articles of Incorporation with the Secretary of State. This will officially create your business.
Here’s what is typically included:
- Your business name
- The corporation’s capital structure (number of shares to be issued)
- Registered Agent's name and address
- Your corporation's purpose
- The name and address of each incorporator
- The signature of each incorporator
- The filer's contact information
Your Articles of Incorporation can be filed online via the state's online filing system. You can also mail the form or deliver in person to the Office of the Secretary of State, or Incfile can file it on your behalf.
File by Mail
Rhode Island Secretary of State
Division of Business Services
148 W. River Street
Providence, Rhode Island 02904-2615
Rhode Island Secretary of State
Business Services Division
148 W. River Street, Ste. 1,
Providence, RI 02904
You only need to file your Articles of Incorporation in Rhode Island once, but once a year thereafter, you'll also need to file an annual report with the Secretary of State in RI. Incfile can remind you about this every year, or we can do it for you if you have us handle the paperwork.
What are the fees and requirements to incorporate in Rhode Island?
Get an Employer Identification Number (EIN) from the Internal Revenue Service
You'll need an EIN to identify your business to the IRS. You use this number for filing and paying taxes, submitting payroll information and payments for your employees and opening a business bank account. You can obtain one directly from the IRS, or Incfile can get one for you as part of the RI corporation creation process.
A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things.
Some states legally require companies to create bylaws, and the state of Rhode Island is one of them. You don't need to file your bylaws with the Secretary of State, however, simply keep them with your other business records.
It's always a good idea to write and follow bylaws to protect your business from any future changes and events.
Types of RI Corporations
- Professional engineers
- Certified public accountants and licensed public accountants
- Registered nurses
- Physical therapists
- Landscape architects
- Land surveyors
- Physician assistants
- Midwives or nurse-midwives
Check with the Secretary of State to confirm whether your business should and can be a Professional Service Corporation.
Helpful Resources from the State of Rhode Island
More Information in This Guide
You’ll find plenty more insight and guidance on the other pages of this guide, including:
How to search the state business registry and find the right name. Includes information on naming rules, fictitious names, reserving names for RI corporations and more.
How to appoint, change and search for Registered Agents. Also includes the duties they fulfill and the rules they’re required to follow.
Details the various fees you’ll need to pay and the state and federal requirements you’ll need to meet. Includes details about Employer Identification Numbers (EINs), state and federal business licenses, annual reports and more.
Covers the various taxes you’ll have to pay to the state and federal governments. Includes details about state taxes such as income and sales, and federal taxes such as income and self-employment.