Start a Rhode Island LLC

Step 1: Name Your Rhode Island LLC

The first step to register a business in Rhode Island is to decide what to call it. As you begin forming an LLC in RI, think seriously about your business name. This name announces your new business to the world. Selecting a name is also the first step required to register a business in RI.

Search RI LLC business names

Before you get your heart set on a name, check which names are already taken. In Rhode Island, when you start a Rhode Island LLC, your business has to have a name that is unique from all others. Our RI business search page can help guide you in your search. The Secretary of State has also set some basic parameters for what you can and can’t name your business. Those rules include:

• To identify your business as an LLC, the name must include “limited liability company” or the abbreviation “L.L.C.” with or without punctuation. 
• Not using terms that could confuse your business with a government agency, like calling your company “FBI Investigations” or “Department of Treasury Bank.” 

You may want to review Rhode Island’s naming guidelines before falling in love with potential names. Being well-informed and well-prepared is the best way to start an LLC in Rhode Island.

Reserve a name for your business

Maybe you’re still working on some business logistics and aren’t ready to file your Articles of Organization yet, but want to know how to get a Rhode Island LLC name reserved. In that case, you can file an Application for Reservation of Entity Name. Filing this form online reserves your chosen LLC Rhode Island name for 120 days for a fee. We can take this burden off your plate with our business name reservation service, which can handle it for you. As part of this service, we also check to see if your desired name is available.

Filing for a DBA for Your RI LLC

Some business operate under a name other than their official name, or they may even operate under more than one name. If you plan to offer multiple types of services or operate in multiple locations throughout RI, you might want to consider getting a fictitious name. While a fictitious name or a “doing business as” name is not mandatory for your LLC, Rhode Island makes it straightforward for business owners to obtain one if they need one. If you decide you’d like to have a DBA, you can quickly and easily use our RI DBA service to file.

Trademarks

Your LLC in Rhode Island’s intellectual property is one of your business’s most valuable assets — and you may not even realize it! Be sure to visit the United States Patent and Trademark Office website to see whether your business name or logo is federally trademarked. Trademark infringement can be a long and costly headache, and it can take away from your time to run the business and your brand. You can also check the Rhode Island Department of State Business Services Division website for trademarks that have been registered with the state to confirm whether your business’s name and marks have been registered only in Rhode Island

Step 2: Appoint a Rhode Island resident agent

The second step to forming an LLC in RI is choosing a resident agent. You may have heard this called a “registered agent” in other states. This is an entity or individual who is authorized to receive legal notices on behalf of your business.

Rhode Island requires that all LLCs nominate a resident agent. You’ll need to identify them on the RI LLC form you file with the Secretary of State. Your registered agent needs to be a Rhode Island resident, and they must be qualified to conduct business within the state. They’ll need to be physically located in Rhode Island — a P.O. box won’t cut it. They will also need to certify that they’re able and willing to serve as your resident agent.

Should I be my own resident agent?

While there’s no law against being your own resident agent, this can be a very inconvenient option. You don’t want to be served even routine legal paperwork in front of clients. Additionally, a resident agent needs to always be available during normal business hours, and running your own business may prevent you from doing that. 

Step 3: File Rhode Island Articles of Organization

The third step in the process to register a business in RI as an LLC is to file your Articles of Organization with the Secretary of State. We understand that when you go to register a business in RI, it can be intimidating, especially if it’s your first business venture. That’s why we offer business formation plans to help you get the paperwork done correctly. That said, we want to make sure you know how our service works and how each step of the process takes place.

Information Needed for Rhode Island Articles of Organization

Have the following information handy before you complete your Articles of Organization:

• Your business name and type of industry
• Contact information and address for your resident agent
• Names and addresses for each manager
• Management designation (i.e., whether your LLC is member-managed or manager-managed)
• The effective date of the LLC

If you have that information handy, it can facilitate the process of getting your documents completed and filed. You can also purchase our Expedited Filing Service for a small fee. While this doesn’t impact how quickly the State of Rhode Island will process your documents, it helps us prioritize your Rhode Island LLC.

Store all your LLC documents in one digital dashboard

If you have us file your Articles of Organization, once the state approves your LLC, your paperwork will be available from your ZenBusiness dashboard. There you can keep it and other important paperwork digitally organized.

Step 4: Create a Rhode Island operating agreement

The next step is to create a Rhode Island operating agreement. An operating agreement spells out how your LLC will be organized and operated. While this agreement isn’t required by law, nor do you need to file it with the state, an operating agreement is a terrific governance tool for your small business. The great thing about an operating agreement is that it allows you to set the rules and regulations for your LLC (within reason and in alignment with state laws).

Benefits of Rhode Island LLC Operating Agreements

The benefits of having an operating agreement in place include:

• Preventing and resolving conflicts between LLC members by listing out the powers and privileges of each member
• Customizing your business’s rules and procedures to serve your LLC’s interests, requirements, and expectations instead of binding you to boilerplate state rules
• Outlining management structure and governance
• Specifying the rules and procedures to add or remove members from the business
• Creating a clear succession plan for the business, even in single-member LLCs

This isn’t an exhaustive list of all the benefits of having an operating agreement in place. As you prepare your LLC materials, you’ll undoubtedly find other items you want to include in your company’s governance materials. You’ll also find that there are issues you’ll need to clear up and codify. An operating agreement is a terrific place to do that.

What should I include in my LLC operating agreement?

Here are some basic items you may want to include in your LLC’s operating agreement:

• Ownership allocation: While many LLCs split ownership evenly among the members, you’re not required to have an even split.
• Management regime: In Rhode Island, you can choose to have your LLC managed by its members or a manager — you’ll have to specify in your Articles of Organization.
• Authority to act on behalf of the business: Who’s in charge of negotiating major agreements? What percentage vote is required for routine and major decisions? Your agreement can clearly outline each individual’s responsibilities and authorizations.
• Admitting new owners: If you want to admit new members into your LLC, your agreement can specify the requirements and processes to join the membership. You’ll also want to lay out the procedure for removing members, buying out their interest, and repaying them for any remaining debt.
• Dissolution and winding up: Your operating agreement can make closing your business easier by spelling out how you want a wind-up to go in the agreement. Common issues upon dissolving a business include selling the business’s assets, paying off debt, and distributing remaining profits among the existing members. You’ll also need to file Articles of Dissolution with the Secretary of State.

We offer a customizable template to help get you started with drafting your Operating Agreement. 

Step 5: Apply for an EIN

Apply for an Employer Identification Number (EIN). Once your RI LLC is formed, you can apply for your EIN, also known as a Federal Employer Identification Number (FEIN) or Federal Tax Identification Number, from the Internal Revenue Service (IRS).

An IRS Employer Identification Number is like a Social Security number for your business, allowing your business to hire employees, apply for a business bank account, and pay taxes. Most LLCs are required to have an EIN, especially those with multiple members or employees.

You can get your LLC’s EIN through the IRS website, by mail, or by fax. But if you’re like everyone else and have no desire to deal with the IRS, we can get it for you. Our EIN Service eliminates the hassle of chasing down your tax ID numbers.

Register for Rhode Island business and payroll taxes

You’ll also need to register your business with the RI Division of Taxation. You can do so online. 

Once you register your business in the system, you should be able to see which classifications and forms may apply to you. If you hire employees, you’ll need to register for payroll taxes, pay unemployment tax, and provide workers’ compensation insurance for your employees. For any Rhode Island State employment tax obligations, you will be able to register your business and pay through the RI Division of Taxation.

Open a business bank account with your EIN

Once you’ve secured an EIN, you’ll be able to open a business bank account. Having separate accounts for your business and your personal banking is critical for sorting out your finances at tax time. It also helps preserve your LLC’s limited liability status by preventing you from mixing your business and personal funds.

Manage your RI LLC’s finances and payments

We offer a discounted bank account for your new business. This allows for unlimited transactions, online banking, a debit card, and more. When you want to authorize others in your business to use the account, we offer a banking resolution template to simplify the process.

For further help managing your new business’s finances, try ZenBusiness Money. It can help you create invoices, receive payments, transfer money, and manage clients all in one place.