Form a Corporation in Rhode Island.

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

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

Directors

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

Taxes

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.