How to Incorporate in Rhode Island

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

It offers you numerous advantages including, but not limited to:

Benefits of Forming a Rhode Island C Corporation

It offers several advantages similar to those provided by a C Corp including, but not limited to:

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.

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 Bizee’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.

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 Bizee can file it on your behalf.

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. Bizee 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?

*includes $8 for the online filing 'Enhanced Fee'

Annual Report

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 Bizee can get one for you as part of the RI corporation creation process.

Write Bylaws

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

C Corporation

When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.

A Rhode Island C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won't enjoy as many tax advantages as other corporation types.

Learn more about C Corporations.

S Corporation

Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.

The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.

If you want your Rhode Island C Corporation to be treated as a Rhode Island S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.

Consult with your tax advisor or accountant to determine whether this is your best option.

Learn more about S Corporations.

Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.

Professional Corporation

Some states, including Rhode Island, allow certain occupations to form Professional Corporations. Rhode Island refers to these corporations as Professional Service Corporations and Rhode Island General Laws (RI Gen L), Title 7, Chapter 7-5.1, § 7-5.1-2 defines a professional service in Rhode Island as:

"...the rendering of personal services by a person authorized to practice as one of the following professions as defined:

Check with the Secretary of State to confirm whether your business should and can be a Professional Service Corporation.

Foreign Corporation

If your business operates in another state and you want to expand into Rhode Island — or vice versa — you’ll need to form a Foreign Corporation.

Learn more about Rhode Island Foreign Corporation registration.

Nonprofit Corporation

Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.

A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.

Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.

Limited Liability Company

Depending on the kind of business you want to manage, or your personal circumstances and goals, an LLC may be a better option. For example, you may only want to build a small business that you yourself will run with just a few employees and you may not need the options to buy and sell stock.

A Rhode Island LLC is usually a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.

Regardless of which direction you decide to go, we can help you with your Rhode Island business registration.

Learn more about limited liability companies.

Sole Proprietorship or Partnership

Because there's no real setup to do, these are considered the simplest types of businesses to set up. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).

Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.

Compare business entity types to decide which one is best for you.

Helpful Resources from the State of Rhode Island

More Information in This Guide