Form an LLC in Rhode Island.

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Your LLC’s Name

Your new Rhode Island LLC’s name must be readily distinguishable from any other business entity’s name registered or reserved with the state, and it must contain, as its last words, “limited liability company” or the upper or lower case letters “l.l.c.” with or without punctuation. The name must also not imply that it was organized for a different purpose that that specified in its articles of organization.

You can reserve an available LLC name for 120 days by filing two copies of an Application to Reserve an LLC Name form and paying a $25 fee.

Articles of Organization

The formation of a Rhode Island LLC means that you have to file articles of organization (along with the $150 filing fee) with the Corporations Division of the Rhode Island Secretary of State’s office. The articles, which must be signed by at least two persons organizing the LLC, must include:

  • The LLC’s name
  • The duration of the LLC and, if not perpetual, the date of its dissolution
  • The LLC’s business purpose
  • A statement as to whether the LLC is intended to be treated as a partnership, corporation, or separate entity for federal income tax purposes
  • The name and address of the LLC’s initial registered agent
  • The name and address of the LLC’s principal office if it has been determined
  • A statement as to whether the LLC will be manager-managed or member-managed
  • If manager-managed, the name and address of each manager

Your new LLC is officially deemed “organized” after the LLC’s articles of organization and an exact copy are delivered to the Corporations Division with the filing fee. The filed document must be signed by one or more persons, who are not required to be a member.

A certificate of organization will be issued by the state and delivered, along with the conformed copy, to the LLC’s representative by the state. The original articles of organization will be filed with the Secretary of State.

Registered Agent and Office

All Rhode Island LLCs must continuously maintain a registered agent in the state-the person or office designated to receive official state legal and administrative correspondence. An LLC registered agent may be an individual who resides in Rhode Island or a business entity authorized to conduct business in the state. The registered agent’s business office must be the same as the corporation’s registered office.

The registered office may be-but doesn’t have to be-the LLC’s place of business.

Operating Agreement

The LLC’s next most critical document is its operating agreement. Having an operating agreement is not officially required by the state, but it’s a very important internal document that sets forth how the LLC will run. The operating agreement should list the LLC’s members, how much each one has invested, how any profits will be distributed, and how much relative weight each member has when voting.

The operating agreement can also include requirements for meetings (notice, quorum, voting rules, etc.) and similar functions, but it doesn’t have to. Often, however, it does include operating constraints and allowances that are already contained in state law and regulations. It also may contain constraints on the members’ authority to change or repeal the operating agreement or any provision thereof.

Membership in the LLC

A Rhode Island LLC must have at least one member, who may be a natural person or a business entity. Members may acquire an interest in the LLC either in proportion to their contribution or in some other way that is in accordance with the LLC’s operating agreement, such as by majority vote of the membership.

The contributions of a member to the LLC may consist of cash, property (tangible or intangible), services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.

An LLC member may not resign except in accordance with the operating agreement or articles of organization. Upon withdrawal or resignation, a former member is not entitled to receive any distribution, is only entitled to the same rights as an assignee of interest, and is liable for damages caused by the withdrawal.

Ongoing Requirements

Rhode Island LLCs must submit an annual report to the state secretary of state that includes:

  • The name and address of the LLC’s principal office
  • The state or other jurisdiction under the laws of which it is formed
  • The name and address of its resident agent
  • The LLC’s mailing address of the LLC
  • The name or title of a person to whom communications may be directed
  • A brief statement of the character of the LLC’s business
  • If the LLC is manager-managed, the name and address of all managers

Every Rhode Island LLC must also keep the following records open to inspection at its office:

  • The name and business address of each member and manager
  • The capital values and the relative voting rights of the members
  • A copy of the articles of organization and any restatements or amendments
  • Executed copies of any relevant powers of attorney
  • Copies of the LLC’s federal, state, and local income tax returns for the past five years
  • Copies of the written operating agreement
  • Any written records of proceedings of the members or managers
  • Copies of any financial statements for the past five years


A Rhode Island LLC is dissolved when any one of the following events occurs:

  • The expiration of the LLC’s duration as stated in the articles of organization
  • An event specified in the articles or operating agreement
  • By unanimous action of the members
  • The death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member, unless otherwise provided in the articles or operating agreement
  • An event that ends the membership of the last member, unless within 90 days the successors in interest and any assignees agree in writing to admit at least one member to continue the LLC’s business
  • The written consent of the members controlling the majority of the capital values of the remaining members after the death, withdrawal, expulsion, bankruptcy, or dissolution of a member
  • The occurrence of any event that ends the membership of a member unless otherwise stated in the articles of organization or operating agreement
  • The entry of a court order


An LLC by its nature offers some advantages when it comes to taxes over a corporation’s organizational structure. This includes access to more deductions, since the LLC is not required to be a separate tax entity like a corporation. Instead, it is considered a “pass-through” entity for tax purposes, meaning that LLC owners report business profits and losses on their individual tax returns.

The tax rate for Rhode Island LLCs, therefore, varies, based on the amount of Rhode Island taxable net income per reporting period and the rest of the LLC owner/member’s financial situation.

Rhode Island’s personal income tax system consists of five brackets and a top rate of 9.9 percent, which takes effect at an income level of $349,700. Among states with personal state income taxes, Rhode Island’s top rate of 9.9 percent is the second highest nationally.

Learn more about forming an LLC 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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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 LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
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-US Residents allowed to own a Corporation of 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 LLC 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 LLC?

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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