How to Create an LLC in Rhode Island

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How to Form an LLC in Rhode Island:
5 Simple Steps to Get Started
According to the IRS, each state may use different regulations around forming an LLC, and you should check with your state if you’re interested in starting a Limited Liability Company. To simplify the process of forming an LLC in the state of Rhode Island, we’ve put together a step-by-step guide to detail each step of the process and answer any questions you may have.

Step 1
Name Your Rhode Island LLC

Your first consideration when choosing a name for your LLC is that it be unique from any other business in the state of Rhode Island. You can quickly and easily do a name check on the Rhode Island Secretary of State website business name database to verify the business name you want is available. For a $50 fee, you can reserve a name for 120 days by filing a Reservation of Entity Name (Form 620) online or by mail with the Secretary of State Corporations Division.

In order to comply with Rhode Island state law, your company’s name must end with the term “Limited Liability Company” or the abbreviations “LLC” or “L.L.C.” in either upper or lower case letters. Your LLC name cannot include wording suggesting that it has a different purpose than what is stated in the articles of organization.

Step 2
Appoint a Registered Agent in Rhode Islando

The state of Rhode Island requires LLCs to have a registered agent for service of process. This means your LLC must have an entity that agrees to physically accept any legal papers on the company’s behalf should it be sued. This entity does not have to be an individual person. The registered agent can be any resident of the state of Rhode Island or a business entity authorized to do business in Rhode Island so long as the agent has a physical street address within the state.

Step 3
File Rhode Island Articles of Organization
To officially create your LLC in the state of Rhode Island, you’ll need to complete the Articles of Organization (Form 400) and file them with the Rhode Island Secretary of State. For a $150 fee, this can be done either online or by mail. To complete this form you will need to know the following:
  1. The final name and address of your LLC
  2. The name and address of the company’s registered agent
  3. How the LLC will be treated for federal taxes
  4. Whether the LLC will be member-managed or manager-managed
  5. The name(s) and address(es) of any managers associated with your LLC
  6. The name(s) and address(es) of all organizers

Step 4
Create an Operating Agreement

You may want to consider preparing an operating agreement to outline the ownership and operating procedures for your LLC.

Though not required by the state, an operating agreement will set the guidelines for running your company. This does not need to be filed with the state, but it can go a long way toward ensuring your company’s success.

Step 5
Apply for an EIN and Review Tax Requirements

An IRS Employer Identification Number (EIN) is required of your LLC unless it is a single-member LLC with no employees. Obtaining an EIN is as easy as completing the application on the IRS website.

All Rhode Island LLCs must register with the Rhode Island Division of Taxation (DOT). A Business Application and Registration Form can be filed online or by mail. The DOT will collect a minimum $400 tax annually from your LLC regardless of income.

If your LLC will be selling a physical product, you’ll need to register for a sellers permit through the Rhode Island Division of Taxation website. This will allow you to collect sales tax on taxable sales. Additionally, if you have employees, you’ll need to register for Unemployment Insurance Tax and Employee Withholding Tax, also on the Rhode Island Division of Taxation website.

Other Considerations
Foreign LLCs and Business Licenses
Foreign LLCs

If your company is a foreign LLC, also referred to as an out-of-state LLC, wanting to do business in the state of Rhode Island, you’ll need to follow all the steps outlined above with a few minor differences.

You will need to file an Application for Registration (Form 450) with the Rhode Island Secretary of State as well as a Certificate of Good Standing (called a Certificate of Existence in some states) from your LLC’s domestic or home state. This can only be done by postal mail. The certificate must date back no more than 60 days prior to filing.

The filing fee is the same: $150.

Business Licenses

Some industries will require you to secure federal, state, and/or local licenses to legally operate in the state of Rhode Island.

Visiting this page on licensing in Rhode Island will help you find the state-level licensing you need while this page from the U.S. Small Business Administration can aid your search on the federal level. There’s no statewide general business license for Rhode Island, but certain professions and localities have their own licensing requirements.

Do some careful research to find out what licenses and permits you need or hire a professional service to do it for you.

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