Rhode Island LLC Annual Report

After you form an LLC in Rhode Island, you must file an Annual Report every year.

You need to file an Annual Report in order to keep your Rhode Island LLC in compliance and in good standing with the Rhode Island Secretary of State.

Filing Fee:
$50

How to file an Annual Report in Rhode Island:
You can file your Rhode Island LLC’s Annual Report online or by mail.

Processing Times:
Regardless of whether you file online or by mail, the state will process your Annual Report on the same day it receives your document.

Due Date:
The Rhode Island LLC Annual Report is due between February 1st and May 1st every year. Your first Annual Report is due the year after your LLC was formed.

For example: If your LLC was formed anytime in 2023, your first Annual Report is due between February 1st and May 1st of 2024. If your LLC was formed anytime in 2024, your first Annual Report is due between February 1st and May 1st of 2025.

Note: The due date used to be between September 1st and November 1st every year. However, that was changed in 2022.

Penalty:
You have until December 1st (a 30-day grace period) to file your Annual Report. Beyond that, you have to pay a penalty of $25 on top of the $50 filing fee. The penalty is added for every year that you fail to file your Annual Report.

Even though the penalty may not sound like it’s that big of a deal, the Rhode Island Secretary of State also has the power to dissolve your LLC for not filing Annual Reports. For this reason, we recommend you put a repeating reminder on your calendar to make sure you don’t miss any deadlines.

Reminders:
The Secretary of State mails reminders to your Rhode Island Registered Agent (aka Resident Agent) in the beginning of July each year. This is a “courtesy reminder” though, meaning, even if you don’t receive a reminder, it’s still your responsibility to file your Annual Report on time.

How early can an Annual Report be filed?
January 1st.

Instructions for Filing Rhode Island LLC Annual Report by Mail

Download the Rhode Island LLC Annual Report (Form 632)

Note: You can print the form, fill it out by hand (use a black pen), then sign; or, you can type in the form on your computer, then print and sign. When printing, use regular white paper (8.5″ x 11″).

Read the instructions on page 1 before completing your Annual Report. Also, you don’t have to submit the entire PDF to the Secretary of State; just the 3rd page (which is the actual Annual Report) and the 4th page if you’d like (it’s optional).

Tip: If you have any difficulty answering any section, just hover your mouse over the “?” icon on each number.

Annual Report for the year: At the top, enter the year in which you are filing the Annual Report.

1. Entity ID Number:
Enter your Rhode Island LLC’s Entity ID Number. You can find this number on your approved Articles of Organization, or by searching your LLC name in the Rhode Island Corporate Database.

2. Exact Name of the Limited Liability Company:
Enter the exact name of your Rhode Island LLC. Don’t forget to put in the designator (“LLC” or “L.L.C.”, or whatever else you chose) at the end.

3. NAICS Code:
An NAICS Code (North American Industry Classification System) is used by government agencies to identify your LLC’s line of business and activities. It’s mostly used for statistical purposes.

If you’re filling this form out by hand, please see page 2 to find your NAICS number. If you’re filling this form out on the computer, click the little drop down arrow and select your NAICS number.

Tip: the NAICS number is just used for statistical data related to the US economy. You won’t be forced to do these activities. If you can’t find your industry, just use the NAICS that most closely relates, or select “81 – other services”.

4. Character of your LLC’s Business:
Enter a few words or a sentence or two about what your business does. It doesn’t have to be extremely specific, and you are not going to be forced to do this forever. You can always change the purpose of your business at any time. Just enter a few words, (ex: “pizza shop”, “real estate investing”, “landscaping”, etc.), or a short sentence (ex: “restoration of old cars”, “life coaching services and products”, etc.).

5. State of Formation:
For Domestic LLCs (those that were formed in RI), enter “Rhode Island”. For Foreign LLCs (those formed in another state and are registered in RI), enter the state where your LLC was originally formed.

6. Principal Office Address:
Enter the “location” of your LLC here. PO boxes are not allowed, so it must be a street address. This can be your home address, a friend or family member’s address, an office address, or the address of your Rhode Island Registered Agent.

7. Mailing Address of Limited Liability Company and Name or Title of Contact Person:
Enter your name and street address in this section. The address you enter here may be the same as #6, but it doesn’t have to be. For title, enter “Member” or “Manager”. If you are an owner of the LLC, you are most likely a Member.

8. Managers:
Most Rhode Island LLCs are Member-managed, where all the owners run the business and day-to-day operations. A Rhode Island LLC can also be Manager-managed, where one, or a few designated people, run the business and day-to-day operations (while the members play more of a passive/investor role).

If your LLC is Member-managed, do not enter anything in #8. Just leave this section blank.

If your LLC is Manager-managed, enter the name and address of each Manager.

To learn more about Member-managed LLCs vs. Manager-managed LLCs, read this short article.

9. Resident Agent (aka Registered Agent) in Rhode Island:
#9 is just a statement about your LLC’s Resident Agent. You cannot change your Resident Agent via the Annual Report form.

If you need to change just the address of your Resident Agent, use Form 642A. If you need to change the address and the name of your Resident Agent, use Form 642. You can file these forms by mail or online. Both forms can be found here: Rhode Island Secretary of State: Document Library.

10. Signature of Authorized Person:
Enter your name and today’s date. Then print the form and sign.

Prepare Payment:
Prepare a check or money order for $50 and make it payable to “Rhode Island Department of State”.

Mail Documents:
Mail your completed Annual Report and $50 filing fee to:

Division of Business Services
148 W. River Street
Providence, RI 02904-2615

Congratulations, your Rhode Island LLC Annual Report has been mailed for processing! Now you just need to wait for approval.

Rhode Island LLC Annual Report Approval/Rejection by mail:
Allow a few days for mail time, but once the Rhode Island Secretary of State receives your filing, it will either be approved or rejected on that same day.

If your Annual Report is approved, the Rhode Island Secretary of State will not send anything back. Instead, you’ll need to search your Annual Report on the Rhode Island Corporate Database to check if it was approved. In order to do so:

• Go to the Rhode Island Secretary of State’s Corporate Database
• Search for your LLC by its name or entity id number
• Click your LLC’s name in the results page
• At the bottom of your LLC’s online record, select “ALL FILINGS” and click the “View Filings” button
• Look for “Annual Report”, and then click the link to the right to download and save the document with your records

If your Annual Report is rejected, the Rhode Island Secretary of State will mail back a rejection letter telling you what needs to be fixed. They’ll also return your money and allow you to resubmit after making the necessary corrections.

Next Step:
Scroll down to the bottom of this article to see the next step.

Instructions for Filing LLC Rhode Island Annual Report Online

Important: The Rhode Island online system will log you out after 10 minutes of inactivity. To avoid the inconvenience of having to start your filing all over again, we recommend reading the instructions below twice. Once just to get a grasp of what you’ll be doing, and then a second time while you complete the online filing.

Get your LLC’s CID and PIN

You’ll need a Customer Identification Number (CID) and PIN to be able to file your LLC’s Annual Report online. Both the CID and PIN are usually sent to your Rhode Island Registered Agent (aka Resident Agent) prior to the filing period of the Annual Report.

If you or your Registered Agent did not receive a CID and PIN, you can contact the Rhode Island Secretary of State by email (corp_pin@sos.ri.gov) or by phone (401-222-3040).

Get Started:
Go to the Rhode Island Secretary of State’s Business Services Online Filing System.

• Scroll down, enter your CID and PIN, then click the “Submit” button.
• Select “Annual Report” and then click “Submit”.

Complete your Rhode Island LLC Annual Report Online

Annual Report Year: Enter the year for which you are filing this Annual Report.

1. ID Number:
There is nothing to enter here. This information is automatically filled in.

2. Exact Name of the Limited Liability Company:
There is nothing to enter here. This information is automatically filled in.

3. State of Formation:
There is nothing to enter here. This information is automatically filled in.

Article III – NAICS Code:
An NAICS Code (North American Industry Classification System) is used by government agencies to gather statistical insight about the economy. From the drop down menu, select the industry that most closely represents your LLC’s line of work. If you can’t find anything closely related, just select “Other Services (except Public Administration)”.

4. Brief Description of the Character of the Business Which is Actually Conducted in Rhode Island:
The business description you used in your Articles of Organization should already appear. Feel free to make any changes if needed. If this box is blank for you, enter a few words or sentences about what your LLC does. You can enter just a few words, (ex: “pizza shop”, “real estate investing”, “landscaping”, etc.), or a short sentence (ex: “restoration of old cars”, “life coaching services and products”, etc.).

5. Principal Office Address:
Your existing principal address will appear here. You can leave as-is, or make changes if needed. This address is the “location” of your LLC. It cannot be a PO box, so it needs to be a street address. You can use your home address, a friend or family member’s address, an office address, or the address of your Rhode Island Registered Agent.

6. Mailing Address of Limited Liability Company and Name or Title of Contact Person:
Your existing Contact Name, Contact Title, and mailing address should appear here. You can leave as-is, or make changes if needed. You are most likely the Contact Name and for Contact Title, you can enter “Member” or “Manager”. If you are an owner of the LLC, you are most likely a Member.

7. Managers:
Most Rhode Island LLCs are Member-managed, where all the owners run the business and day-to-day operations. A Rhode Island LLC can also be Manager-managed, where one, or a few designated people, run the business and day-to-day operations (while the members play more of a passive/investor role).

If your LLC is Member-managed, do not enter anything in this section. Just leave it blank.

If your LLC is Manager-managed, enter the name and address of each Manager and then click “Add”.

To learn more about Member-managed LLCs vs. Manager-managed LLCs, read this short article.

8. Resident Agent (aka Registered Agent) in Rhode Island:
Your LLC’s existing Resident Agent will appear here. You cannot change your Resident Agent via the Annual Report form. If you need to change just the address of your Resident Agent, you’ll need to use Form 642A. If you need to change the address and the name of your Resident Agent, you’ll need to use Form 642. You can file these forms by mail or online. Both forms can be found here: Rhode Island Secretary of State: Document Library.

9. Executed (signed) by an Authorized Person:
There is nothing to enter here. The Rhode Island Secretary of State is just letting you know that the person who electronically signs at the bottom must be authorized by the LLC.

3 Survey Questions:
You’ll see 3 quick survey questions after #9. These help the Secretary of State get a pulse on the health of the Rhode Island economy. These are optional, so you can leave them blank, or answer them if you prefer.

Filer’s Contact Information:
Enter your name, your LLC’s name, your address, phone number, and email.

Electronic Signature:
Enter your full name (or the authorized person’s full name) in the box to electronically sign the form. Select “Accept” below the terms of service box, and then click the “Click HERE to Submit This Information” button to proceed to the next step.

Review:
Review all your information for accuracy and check for typos. If you need to make any changes, click the “Make Corrections” button in the lower left. If everything looks good, click the “Accept” button in the lower right.

Payment:

• Click the “Enter Credit Card Details” button.
• The next page will show your total charges.
• Click the “PAY VIA CREDIT CARD” button to proceed.
• Enter your contact information on the next page. Make sure to use the address associated with your credit card. Enter your phone number and email address at the bottom and then click “Next”.
• Below, enter your credit card information and click “Next” again.
• Then click the “Submit Payment” button to pay and submit your Annual Report to the state.

Congratulations, your Rhode Island LLC Annual Report has been filed for processing! Now you just need to wait for approval.

Rhode Island LLC Annual Report Approval/Rejection Online:
With the online filing, your Rhode Island Annual Report will be reviewed on the same day it is received (as long as it’s during business hours). If you filed Monday – Friday, from 8:30am – 4:00pm, your Annual Report will be reviewed that very day. If you filed on Friday after 4pm, or over the weekend, your Annual Report will be reviewed on Monday.

If your Annual Report is approved, the Rhode Island Secretary of State will not send anything back. Instead, you’ll need to search your Annual Report on the Rhode Island Corporate Database to check if it was approved. In order to do so:

• Go to the Rhode Island Secretary of State’s Corporate Database
• Search for your LLC by its name or ID number
• Click your LLC’s name in the results page
• At the bottom of your LLC’s online record, select “ALL FILINGS” and click the “View Filings” button
• Look for the latest “Annual Report”, and then click the link to the right to download (or print) and save with your records

If your Annual Report is rejected, the Rhode Island Secretary of State will email you a rejection letter telling you what needs to be fixed. They will also allow you to resubmit after making the necessary corrections.

Next Step

Once you’ve reviewed this lesson, or filed your Rhode Island LLC’s Annual Report, you can then proceed to the next lesson: Rhode Island Business Licenses and Permits.

Rhode Island Secretary of State Contact Info

If you have any questions, you can contact the Rhode Island Secretary of State at 401-222-3040 (Monday – Friday, 8:30am – 4:30pm).

Matt Horwitz

Founder & Educator, LLC University®

Matt Horwitz has been the leading expert on LLC education for the past decade. He founded LLC University in 2010 after realizing people needed simple and actionable instructions to start an LLC that other companies weren't offering. He's cited by Entrepreneur Magazine, Yahoo Finance, and the US Chamber of Commerce, and was featured by CNBC and InventRight.
 
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.