Rhode Island Articles of Incorporation

How to File Articles of Incorporation in Rhode Island

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If you’ve decided that a corporation is the best structure for your business, then you’ll need to file for Rhode Island Articles of Incorporation. In Rhode Island, Articles of Incorporation are required by the General Laws of Rhode Island, otherwise known as the Rhode Island Business Corporation Act. Articles of Incorporation are filed with the Department of State – Business Services Division. The information provided is available to the general public for review.

This is just one step on the path to incorporation, so make sure you review all the details for the rest of your journey. This guide explains the information required to file Articles of Incorporation in Rhode Island and where to file.

How to Complete the Rhode Island Articles of Incorporation Form

Articles of Incorporation in Rhode Island can be filed online, by mail, or in person. If filing by mail or in person, the information must be typed on the form. To facilitate this, a fillable form is available online. Once the information is entered, print it out and send it to the address listed. The form asks for the following information:

  • Name: This must be distinguishable from any other entity in Rhode Island. You can check name availability on the Secretary of State website. The name must include “corporation,” “company,” “incorporated,” or “limited,” or the accepted abbreviation of one of those words. You can reserve a name for up to 120 days while finalizing your paperwork, or let ZenBusiness’s name reservation service take care of that while you focus on your business.
  • Number of shares: The total number of shares you’ll have the authority to issue.
  • Registered agent: Every corporation needs to include the name and contact details of a registered agent. The agent must be a resident of Rhode Island or an entity licensed to do business in the state. ZenBusiness’s registered agent service has partnered with agents who can receive papers on your behalf.
  • Duration: This question is already filled out since all domestic (in-state) Rhode Island corporations are formed as perpetual, or ongoing, businesses by law.
  • Additional provisions: This optional question allows you to state any other provisions the incorporators have agreed upon.
  • Incorporators: State the names and addresses of each incorporator of the business.
  • Effective date: The date you want the articles to go into effect. If you wish to choose a date after the date of filing, it must be within 90 days of filing the form.
  • Signatures: The form must be signed and dated by all incorporators.
  • Filer contact information: The person filing needs to provide their name and contact details in case the Division requires further information.

Application for Certificate of Authority

Foreign (out-of-state) entities who want to conduct business in Rhode Island must fill out and file an Application for Certificate of Authority. There’s no online filing option; however, there’s a fillable form you can print and mail or file in person. Some questions are the same as the domestic filing, including registered agent, shares, effective date, signatures, and filer contact details. The following questions are additional or require different information:

  • Name: Must match the name on your Certificate of Good Standing from the original state or country of formation.
  • Home state: The state or country of incorporation.
  • Name in Rhode Island: This is only required if your original name needs to be modified. This may be the case if the name requires a designator, or because it’s the same as an existing Rhode Island entity. If you’ll be conducting business under a different name, you’ll also need to file a Fictitious Business Name Statement.
  • Date of incorporation: The date you were incorporated in your home state. You can also include the duration of incorporation here if the corporation won’t be ongoing perpetually.
  • Address of principal office: The address of the principal place of business.
  • Purpose: The specific purpose for transacting business in Rhode Island.
  • Directors/principal officers: The names and addresses of the directors and principal officers if they’re required by the state of formation. If there are no directors, you must include the details of your principal officers.
  • Proportion of value in Rhode Island: This is the percentage of the corporation’s property in Rhode Island. A worksheet is available to calculate this.
  • Proportion of gross amount of business in Rhode Island: The percentage of the corporation’s business that will be conducted in Rhode Island. There’s a worksheet available to calculate this.

Include supplemental forms

Domestic corporations don’t need to attach any supplemental forms when filing Articles of Incorporation. Rhode Island does ask foreign entities to attach a Certificate of Good Standing or Letter of Status from the state or country where the business was incorporated. It must be less than 60 days old to meet the Rhode Island requirements.

How to Submit the Form

There are different filing fees for domestic and foreign corporations. Check the Department of State – Business Services Division website for the latest fee schedule. If filing online, you can pay by credit card. Online filings incur a small enhanced access fee. Forms submitted by mail can be paid by check or money order.

Rhode Island doesn’t provide an estimated turnaround time. However, for your convenience ZenBusiness does have a fast formation service that can get your Rhode Island Articles of Incorporation processed as quickly as possible. Not only that, we have a Worry Free Compliance service that keeps track of important compliance dates for filing so you don’t have to.

Conclusion

Rhode Island incorporation can be a good choice if you want to establish and grow your business. Incorporation is also helpful if you want the business to keep running after you’ve stepped away or sold the company. If you want to focus on your business rather than paperwork, consider letting ZenBusiness help you incorporate with our business formation plans.

Rhode Island Articles of Incorporation FAQs

  • What does it cost to incorporate in Rhode Island?

    Check the Department of State – Business Services Division website for the latest fee schedule.

  • How long does the incorporation process take in Rhode Island?

    The state doesn’t provide an estimated processing time after filing.

  • Who processes the Rhode Island Articles of Incorporation?

    The Rhode Island Department of State – Business Services Division processes Articles of Incorporation in Rhode Island.

  • What Rhode Island statute governs the Rhode Island Articles of Incorporation?

    Chapter 7-1.2 Rhode Island Business Corporation Act governs Rhode Island incorporation.

  • Do I need an attorney to file the Rhode Island Articles of Incorporation?

    There’s no need to hire an attorney to file Rhode Island Articles of Incorporation. However, if you have questions or concerns, or if your business has unique needs, it may be advisable to consult with legal counsel.

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