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Many small business owners struggle with putting personal and legal boundaries between themselves and their businesses. They often organize their businesses as limited liability companies (LLCs) to protect themselves from personal liability if something happens to their business. If you’re in the same situation, you may want to consider setting up an LLC.
In Rhode Island, an LLC is established by filing Articles of Organization with the Secretary of State. Filing Articles of Organization for an LLC in Rhode Island will legally create your LLC in compliance with the state’s laws and regulations.
You will need to prepare and compile the following to file your RI LLC Articles of Organization.
The first step for preparing your state of Rhode Island Articles of Organization is to choose your LLC’s name. You can select just about any name you’d like so long as it conforms with Rhode Island’s business name guidelines. Specifically, your business name must be distinguishable from other business names in the Rhode Island Secretary of State’s Corporate Database. To find out if your proposed business name is different enough from other Rhode Island business names, you can search the business entity database.
If you have found an available name that otherwise fits within Rhode Island’s regulations for LLC names, you can reserve the name by filing a name reservation form in person, online, or by mail, along with a filing fee. This will reserve your name for 120 days.
Navigating the Rhode Island LLC name rules and regulations can be complicated. We offer a Business Name search so that you can quickly find a suitable and available name for your LLC and a Name Reservation service to reserve your name without the hassle of figuring out Rhode Island’s specific forms.
Next, you will provide the name and address of a resident agent in your Articles of Organization in Rhode Island. A resident agent is no different than a company’s registered agent. Essentially, a resident agent receives legal documents on behalf of your LLC. A resident agent can be a person over 18 or a company whose job is to accept legal documents for other companies.
Your LLC’s resident agent must have an office physically located in Rhode Island. Additionally, you must provide a physical address, not a post office box, for your resident agent.
Sometimes it’s hard to find a trusted resident agent for your LLC. No need to worry. We provide a Rhode Island Resident Agent service that will fit the bill.
Your state of Rhode Island Articles of Organization must include your LLC’s federal tax election. According to Rhode Island’s Articles of Organization form, your LLC can be taxed as a corporation, a partnership, or “disregarded as an entity separate from its member.”
An LLC with more than one member is automatically taxed as a partnership. You can, however, elect to be taxed as a corporation by filing Internal Revenue Service (IRS) Form 8832.
By default, a single-member LLC is taxed as a sole proprietorship. In this instance, you’ll select “disregarded as an entity separate from its member” for your LLC Articles of Organization in RI.
You should discuss your LLC’s tax election with a tax professional so that you are sure to select the best option for you.
The next step for preparing your Articles of Organization for an LLC in Rhode Island is to provide the physical address of your LLC’s principal office. The address you list must be a physical address and not a post office box. If you do not yet have a physical address for your LLC’s principal office, you can state that it has “not yet been determined.”
Next, your Rhode Island Articles of Organization contain default LLC purpose and duration provisions according to Rhode Island law. As for your LLC’s purpose, Rhode Island’s Articles of Organization form states that your LLC is allowed to carry out any lawful business purpose. You do not have to limit your LLC’s business purpose unless you choose to.
As for your LLC’s duration, the Rhode Island Articles of Organization form states that the duration of your LLC is “perpetual.” Perpetual duration means that your LLC will last until it is dissolved. You can also choose to limit the duration of your LLC.
You may include additional provisions that you’d like to add to your Articles of Organization for an LLC in Rhode Island. Some examples of additional provisions include limiting the duration of your LLC or describing a specific business purpose for your LLC.
You don’t have to add any additional provisions to your Articles of Organization. Rhode Island, however, gives you the option to do so if you believe it would be beneficial to your LLC.
Next, you will need to indicate who will manage your LLC for your state of Rhode Island Articles of Organization. LLCs are either member-managed or manager-managed.
In a member-managed LLC, the LLC members manage the business’s daily operations. LLC members are generally people with ownership interests in the business. For a manager-managed LLC, however, the members select individuals who will act as managers of the business. If some LLC members do not want to be involved in day-to-day management, you may wish to have a manager-managed LLC.
If you decide that your LLC will be manager-managed, then you must provide the name and address of each of your LLC’s managers. For a member-managed LLC, you do not need to include any additional information for managers.
Next, you will indicate the effective date of your LLC Articles of Organization in RI. Generally, the effective date is when the Secretary of State receives your Articles of Organization. But you can select a future date. However, any future date must be within 90 days of the date that you file with the Secretary of State the Articles of Organization.
The Rhode Island Secretary of State requires that you provide contact information for the person who is filing your LLC Articles of Organization.
Lastly, provide any attachments that you’d like to include in your Articles of Organization for an LLC in Rhode Island. Providing an attachment is not required for filing your LLC Articles of Organization.
After you have prepared your Articles of Organization, you’ll file them with the Rhode Island Secretary of State. You may file the Articles of Organization online and pay the filing fee with a credit card. You may also file your Articles of Organization by mail or in person and pay the filing fee with a check or money order.
Once you have filed your RI LLC Articles of Organization with the Secretary of State, you may still have some tasks to complete to get your LLC up and running.
An operating agreement is a detailed document that describes how your LLC will operate. An LLC operating agreement typically includes some of the following provisions:
Although Rhode Island does not require operating agreements, they can be valuable documents.
We make drafting an LLC operating agreement simple. We offer an Operating Agreement Template for your convenience so that you can craft an operating agreement for your LLC.
You will also need to obtain an Employment Identification Number (EIN) for your LLC. An EIN is a tax identification number that IRS assigns to businesses. This number will go on all of your federal tax documents. Additionally, many banks and other financial institutions require you to provide an EIN to open bank accounts or apply for business loans.
We help new Rhode Island LLCs obtain their EINs quickly and easily through our EIN ID Number service.
Your new LLC will also have to register with the Rhode Island Division of Taxation. If your LLC has employees or makes retail sales, you can register online. However, if you do not have employees and will not be making retail sales, you will have to call the Rhode Island Division of Taxation’s hotline at (401) 574-8484 to register your LLC.
Preparing and drafting the Articles of Organization for your LLC in Rhode Island is not easy. That’s why we’re here to help. We offer a Rhode Island LLC Formation service to help you quickly form your LLC in compliance with Rhode Island regulations. Additionally, we have a Worry-Free Compliance service that will cover all of your ongoing compliance obligations. And we can even help you manage transactions with our ZB Money app.
Disclaimer: The content on this page is for informational purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
Changing your Articles of Organization in Rhode Island requires you to file Articles of Amendment with the Secretary of State. The Secretary of State provides an LLC Articles of Amendment form you may use to update your Articles of Organization.
We also can help with Articles of Amendment for your Rhode Island LLC. We offer a specific LLC Amendment service for your convenience.
To file Articles of Dissolution for your Rhode Island LLC, you must follow any procedures in your operating agreement or under Rhode Island law. Typically, dissolution requires a vote of all of the members of the LLC. You will have to resolve all your financial and tax issues before dissolving your LLC. Then you’ll file Articles of Dissolution with the Rhode Island Secretary of State.
You file Articles of Incorporation with the Rhode Island Secretary of State to start a corporation. You’ll need much of the same information for a corporation as you would for starting a Rhode Island LLC.
You do not have to navigate the legal formation requirements for a Rhode Island corporation on your own. We offer a Rhode Island Corporate Formation service to help you set up the business you’d like.
Rhode Island does not explicitly require an LLC to have an operating agreement. Nonetheless, many businesses find an operating agreement useful.
Rhode Island doesn’t require you to hire a lawyer to form your LLC, but you may want to consult one to review your plans.
Rhode Island Business Resources
File Articles of Organization in Your State