Form a Corporation in Rhode Island.

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Choosing a Corporation Name

Choosing a name for your new Rhode Island corporation is one of the first official steps toward actually conducting business in the state. The corporate name you choose must be distinguishable from all other registered and reserved business entities on the Rhode Island state rolls.

Your new business’ name must include one of the following words, an abbreviation thereof: “Incorporated,” “Corporation,” “Company,” or “Limited.” However, the name must not state or imply that the corporation is organized for some purpose other than the one specified in its articles of incorporation or one permitted by state law.

An available corporate name may be reserved for 120 days for a $50 fee.

Articles of Incorporation

Before it can legally operate in the state, a new Rhode Island corporation must file articles of incorporation with the Corporations Division of the state Secretary of State’s office. In order to perfect the corporation’s organization, incorporators have all the powers of shareholders or directors until stock is issued or directors are elected.

The minimum filing fee is $230, which includes a minimum $160 license fee plus a $70 filing fee. You may authorize up to (but not including) 75,000,000 shares in your articles for the minimum $160 license fee. However, if you authorize 75,000,00 or more shares, the fee jumps to an amount calculated at the rate of one-fifth cent ($.002) per share for each authorized share.

The following information must be included in the articles of incorporation:

  • The name and address of each incorporator
  • The specific business purpose of the corporation
  • The names and addresses of the corporation’s directors
  • The address of the corporation’s initial registered office
  • The name of its initial registered agent at the address
  • The number of shares the corporation is authorized to issue
  • For corporations authorized to issue only one class of stock, the par value of shares or a statement that the shares are to be without a par value
  • For corporations authorized to issue more than one class of stock, the number of shares to have par value and the par value of those shares
  • The corporation’s duration, which may be perpetual or for a specific time
  • Any preemptive shareholder rights
  • Any provisions desired to be listed by the incorporators to manage the business and regulate the corporation’s affairs
  • Limitations on a director’s or officer’s liability for money damages to the corporation or its shareholders in certain situations
  • The date the corporation’s existence begins, if later than the date of incorporation

Registered Agent and Office

Every Rhode Island corporation must have a registered agent in the state-the person or office designated to receive official state correspondence, both administrative and legal. The registered agent is required to acknowledge acceptance of the appointment as such in writing.

The registered agent must be either a Rhode Island resident whose business office is the same as the registered office, or a corporation authorized to conduct business in the state that has a business office identical to the registered office.

When a corporation’s registered agent is an attorney, the business address of the agent does not have to be identical to the registered office, but may be the usual business address of the attorney.


Bylaws lay out the corporation’s basic managerial and legal operating principles that manage their internal affairs. Rhode Island corporations must keep a copy of their bylaws at their principal executive office, but are not required to file them with the state. At its initial meeting, the incorporators or the board of directors should adopt corporate bylaws, and then keep them updated as time goes on.

The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. Bylaws normally address:

  • Shareholders and directors meetings
  • The authority, number, and tenure of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders


Officers are listed in the initial bylaws or elected by the board of directors, and may appoint other officers in accordance with the bylaws. At least one officer should be responsible for preparing minutes of director and shareholder meetings, and for maintaining and authenticating corporate records.

An officer or the corporation may hold more than one office simultaneously, unless otherwise prohibited by law or by the corporation’s bylaws.

Requiment Reports

Every Rhode Island corporation must file an annual report with the Rhode Island Secretary of State between January 1 and March 1, except for the year of incorporation. This report must be current as of the date the report is executed and include:

  • The corporation’s name and its state or country of incorporation
  • A statement as to the nature of the corporation’s business in the state
  • The names and addresses of the corporation’s directors and officers
  • A statement of the aggregate number of shares the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class;
  • A statement of the aggregate number of issued shares, itemized by classes, par value of shares, shares without par value, and series, if any, within a class


Rhode Island corporations are subject to a corporate income tax of nine percent on all corporate income. The minimum annual payment is $250. Among states levying corporate income taxes, Rhode Island’s rate ranks 7th highest nationally.

“S corporation” status is recognized by the Rhode Island Secretary of State. A “subchapter S” corporation (frequently referred to as an “S corp”) is treated as a pass-through entity for tax purposes in the same way as a sole proprietorship or partnership. The S corp does not file a tax return on its own behalf; instead, all tax-related data for the S corp is filed as part of the owner’s individual income tax.

Learn more about incorporating in Rhode Island

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of formation.

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Commonly Asked Questions For Starting a Rhode Island Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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