Rhode Island Filing Forms

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Rhode Island LLC
Articles of Organization Instructions

How to form an LLC in Rhode Island
This Quick Start Guide is a brief overview of how to form an LLC in Rhode Island.

Detailed Lessons:

 

Rhode Island LLC costs:
LLC formation: $150 (one-time fee)
Annual report: $50 (every year)

Need help?
Hire a company to form your Rhode Island LLC:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)

(check out Northwest vs LegalZoom)

In this lesson, we will walk you through filing your Articles of Organization with the Rhode Island Secretary of State. This is the document that officially forms your LLC in Rhode Island.

Rhode Island LLC Secretary of State Division of Business Services

(Rhode Island Secretary of State, Division of Business Services Building)

After completing your Articles of Organization, you can submit it to the Rhode Island Secretary of State in 1 of 3 ways:

1. By mail: the LLC filing fee is $150 and your LLC will be approved within 2-3 business days.

2. Online: the LLC filing fee is $150 and your LLC will be approved in 1-2 business days.

3. Walk-in: the LLC filing fee is $150 and your LLC will be approved in a few hours.

Note: The “LLC filing fee” (the fee to create a Rhode Island LLC) is the same thing as the “Articles of Organization fee”. The Articles of Organization is the document, that once approved by the Secretary of State’s office, creates your Rhode Island LLC.

Our Recommendation:
If you don’t need your LLC approved the same-day (via the walk-in filing), we recommend filing online because the approval time is much faster than filing by mail.

If you need your LLC formed right away and you can’t wait a few days, we recommend the walk-in filing (if you live near, or are willing to drive to Providence).

In this lesson, you will find detailed instructions for all 3 filing methods.

Jump to a section:
File by mail
File online
Walk-in filing

Note: Before proceeding with this lesson, make sure you have searched your RI LLC name and selected your LLC’s Rhode Island Resident Agent.

Need to save time? Hire a professional to form your LLC in Rhode Island:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)

(check out Northwest vs LegalZoom)

Instructions for Filing Rhode Island LLC Articles of Organization by Mail

Download the Rhode Island LLC Articles of Organization (Form 400):
http://www.sos.ri.gov/assets/downloads/documents/400-articles-of-organization.pdf

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″).

Please read the instructions on the 1st page before completing your Articles of Organization.

Now onto page 2:

1. Name of the limited liability company:
Enter your Rhode Island LLC name exactly as you would like it, including your preferred capitalization, as well as the designator “LLC” or “L.L.C.” (the abbreviation “LLC” is the most common).

You can use a comma in your Rhode Island LLC name or you can leave it out. Ex: “ABC Widgets, LLC” and “ABC Widgets LLC” are both acceptable.

2. Name and street address of the resident agent in Rhode Island:
Enter the individual’s name or company name of your LLC’s Resident Agent, and then enter their street address. The address cannot be a PO Box. It must be a street address located in the state.

If you’re not sure who can serve as your Rhode Island LLC’s Resident Agent, please refer back to this lesson: Rhode Island Resident Agent.

If you need a Commercial Resident Agent in Rhode Island, we recommend Northwest Registered Agent ($125 per year).

Northwest has been in the business for over 20 years and they have great customer support.

3. Partnership, corporation or disregarded entity for tax purposes:
If your business is a multi-member LLC, check off “partnership”. If you are the only member/owner of your LLC, check off “disregarded as an entity separate from its member” (this means your LLC will be treated as a “sole proprietorship” for taxes).

By default, single-member LLCs are taxed as Sole Proprietorships by the IRS.
By default, multi-member LLCs are taxed as Partnerships by the IRS.

The above language often confuses a lot of people. Notice that we said “taxed as”. This means, in the eyes of the law, your Rhode Island LLC is still a separate legal entity from you, but the IRS is treating your LLC differently, just for tax purposes.

Technically, your Rhode Island LLC is still a “legal entity” with the state and the law, but your LLC is a “tax entity” with the IRS.

Tip: If your LLC is making at least $70,000 per year per Member, it may be more beneficial to have your Rhode Island LLC taxed as an S-Corp in order to save a few thousand dollars per year in self-employment tax.

4. The address of the principal office of the limited liability company if it is determined at the time of organization:
Enter the “location” of your LLC here. PO boxes are not allowed, so it must be a physical address. This can be your home address, a friend or family member’s address, an office address, or the address of your Rhode Island Resident Agent.

5. Perpetual existence & general purpose:
In this section, the Rhode Island Secretary of State is making 2 default statements about the LLC.

The first part states that your LLC can be used for any and all lawful purposes. That means you can use the LLC for any business, or for holding any assets, as long as it is not illegal. If you want to state what the specific purpose of the LLC is, you can do so in #6.

The second part means the duration of your LLC will be perpetual by default, unless you state otherwise in #6. This means your LLC will remain open and in existence until you decide to close it by filing dissolution paperwork with the state.

Most people prefer their LLCs as having a perpetual existence as this gives them the freedom to close their Rhode Island LLC at any time in the future. If that’s the case for you, just leave #6 blank. If you want your LLC to have a limited/specific duration, then enter “the limited liability company shall dissolve on {enter future date}”.

6. Additional provisions (optional):
Please reference #5 above. If your LLC will have a perpetual existence and be used for general purposes, then you don’t need to enter anything here.

If you want your LLC to automatically shut down on a specific date, please see #5 for the text to enter.

If you want your LLC to have a specific purpose, enter a few words or sentences about the business(es) the LLC will be engaged in.

7. Members or managers:
Most Rhode Island LLCs are Member-managed, where all the owners run the business and day-to-day operations. An 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, check off the 1st box (“it’s member(s)”) and do not enter anything else in #7. Leave the “Manager” and “Address” section blank.

If your LLC is Manager-managed, check off the 2nd box (“One (1) or more manager(s)”). Then enter the full name and address of each Manager.

Tip: If you want to learn more about member-managed LLCs vs. manager-managed LLCs, read this short article.

8. Effective date:
Check off “Date received (Upon filing)” if you want your Rhode Island LLC to be effective upon filing. This means your LLC will go into existence on the date it is approved by the Rhode Island Secretary of State.

If you need your Rhode Island LLC to go into existence at a later date, check off “Later effective date” and enter that date in the box to the right. The date cannot be more than 30 days from the date of filing.

Tip: If you’re forming your LLC in December, and you don’t need your Rhode Island LLC open right away, check off “Later effective date” and enter January 1st of the following year. This will save you the hassle of filing any taxes for the prior year. For more information, please see LLC effective date.

9. Name, signature and address of authorized person
Enter your name, address, today’s date, and then print the form. After you’ve printed the form, sign your name in the “Signature of Authorized Person” box.

Note: The person signing this form is known as the Organizer. An Organizer can be a Member, but the person signing this form is not automatically a Member. This is often a little confusing at first. For more clarity, check out this article: Difference between LLC Organizer and LLC Member.

Filer’s Contact Information (page 3):
Enter the filer’s contact information again on this page, which may likely be you. Enter your name, today’s date, the name of your LLC, your address, email, and phone number.

Prepare Payment:
Prepare a check or money order for $150 and make it payable to “Rhode Island Department of State”.

Mail Documents:
Mail your completed Articles of Organization and $150 filing fee to:

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

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

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

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

a. go to the Rhode Island Secretary of State’s Corporate Database
b. search for your LLC by its name
c. click your LLC’s name in the results page
d. at the bottom of your LLC’s online record, select “ALL FILINGS” and click the “View Filings” button
e. look for “Articles of Organization”, and then click the link to the right to download and save the document with your records

Tip: We recommend printing/saving a few copies of your stamped and approved Articles of Organization, as this is your official RI LLC approval document.

If your LLC is rejected, the RI 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. For more info on why RI LLCs are commonly rejected, please see this article: top 15 reasons Rhode Island LLCs are rejected.

Note: You’ll use your stamped and approved Articles of Organization and your Federal Tax ID Number to open a business bank account for your LLC.

Next Step:
Click this link to jump down to the next step.

Instructions for Filing Rhode Island LLC Articles of Organization Online

Important: The RI 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 Started:
• Go to the Rhode Island Secretary of State’s Business Services Online Filing System: http://ucc.state.ri.us/loginsystem/login_form.asp

• Scroll down to the “Domestic Limited Liability Company” section, and then click the “Articles of Organization” link.

How to Complete your Rhode Island LLC Articles of Organization Online

ARTICLE I. Limited Liability Company Name:
Enter your Rhode Island LLC name exactly as you would like it, including your preferred capitalization, as well as the designator “LLC” or “L.L.C.” (the abbreviation “LLC” is the most common).

You can use a comma in your Rhode Island LLC name or you can leave it out. Ex: “ABC Widgets, LLC” and “ABC Widgets LLC” are both acceptable.

ARTICLE II. Name and street address of the resident agent in Rhode Island:
Enter the individual’s name or company name of your LLC’s Resident Agent, and then enter their street address. The address cannot be a PO Box. It must be a street address located in the state.

If you’re not sure who can serve as your Rhode Island LLC’s Resident Agent, please refer back to this lesson: Rhode Island Resident Agent.

If you need a Commercial Resident Agent Rhode Island, we recommend Northwest Registered Agent ($125 per year).

Northwest has been in the business for over 20 years and they have great customer support.

ARTICLE III. Partnership, corporation or disregarded entity for tax purposes:
If your business is a multi-member LLC, select “partnership”. If you are the only member/owner of your LLC, select “disregarded as an entity separate from its member” (this means your LLC will be treated as a “sole proprietorship” for taxes).

By default, single-member LLCs are taxed as Sole Proprietorships by the IRS.
By default, multi-member LLCs are taxed as Partnerships by the IRS.

The above language often confuses a lot of people. Notice that we said “taxed as”. This means, in the eyes of the law, your Rhode Island LLC is still a separate legal entity from you, but the IRS is treating your LLC differently, just for tax purposes.

Technically, your Rhode Island LLC is still a “legal entity” with the state and the law, but your LLC is a “tax entity” with the IRS.

Tip: If your LLC is making $70,000 – $100,000 per year, it may be more beneficial to have your Rhode Island LLC taxed as an S-Corp in order to save a few thousand dollars per year in self-employment tax.

ARTICLE IV. The address of the principal office of the limited liability company if it is determined at the time of organization:
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 Resident Agent.

ARTICLE V. Duration:
In this section, you need to let the Rhode Island Secretary of State know about the duration of your LLC (how long it will remain in existence). If you prefer for your LLC to be “open-ended” with no set closure date, select “Perpetual”.

Most people choose “Perpetual” as this gives them the freedom to close their Rhode Island LLC at any time in the future (by filing dissolution paperwork).

If you prefer for your LLC to be automatically shut down on a specific date, select the 2nd circle and click the calendar to set the future dissolution date.

ARTICLE VI. Additional provisions (optional):
This section allows you to add any additional rules or provisions you want for your LLC. Article 5 above states that your LLC can be used for any legal purpose. If you want to specifically mention what your LLC’s business activities will be, you can enter a few words or a few sentences in this box. Also, if you need to add any additional provisions or rules to your LLC, you can enter that in this box as well. Most filers leave Article VI blank.

ARTICLE VII. Members or 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, select “Members” and do not enter anything else in Article VII. Leave the name and address area blank.

If your LLC is Manager-managed, select “Managers” and then enter the contact information of each manager and click “Add”.

To learn more about member-managed LLCs vs. manager-managed LLCs, read this short article.

ARTICLE VIII. Effective date:
Leave this section blank if you want your Rhode Island LLC to be effective upon filing. This means your LLC will go into existence on the date it is approved by the Rhode Island Secretary of State.

If you need your Rhode Island LLC to go into existence at a later date, check off “Later effective date” and enter that date in the box to the right. The date cannot be more than 30 days from the date of filing.

Tip: If you’re forming your LLC in December, and you don’t need your Rhode Island LLC open right away, check of “Later effective date” and enter January 1st of the following year. This will save you the hassle of filing any taxes for the prior year. For more information, please see LLC effective date.

Filer’s Contact Information:
Enter the filer’s contact information in this section, which may likely be you. Enter your name, the LLC name in “Business Name”, your address, phone number, and email.

Signature and address of signer:
Enter your full name in the first box to electronically sign this filing. Then enter address in the second box.

Below, select “Accept” and then click the “Click HERE to Submit This Information” button to proceed.

Note: The person signing this form is known as the Organizer. An Organizer can be a Member, but the person signing this form is not automatically a Member. This is often a little confusing at first. For more clarity, check out this article: Difference between LLC Organizer and LLC Member.

Review:
Review your information for accuracy and check for any typos. If you need to make any changes, click the “Make Corrections” button at the bottom left. Once you review the page and everything looks good, click the “Accept” button at the bottom right to proceed.

Payment:
Click the “Enter Credit Card Details” button. The next page will show your total charges ($150 filing fee + $6 online fee). Click the “PAY VIA CREDIT CARD” button below.

Enter your contact information and then click “Next”. Make sure to enter the billing address that is associated with your credit card.

Enter your credit card information and then click “Next”. Then click the green “Submit Payment” button.

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

Rhode Island LLC Approval/Rejection for Online Filing:
With the online filing, your Rhode Island LLC 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 LLC will be reviewed that very day. If you filed on Friday after 4pm, or over the weekend, your LLC will be reviewed on Monday.

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

a. go to the Rhode Island Secretary of State’s Corporate Database
b. search for your LLC by its name
c. click your LLC’s name in the results page
d. at the bottom of your LLC’s online record, select “ALL FILINGS” and click the “View Filings” button
e. look for “Articles of Organization”, and then click the link to the right to download and save with your records

Tip: We recommend saving and printing a few copies of your stamped and approved Articles of Organization, as this is your official RI LLC approval document.

If your LLC is rejected, the RI Secretary of State will email you a rejection letter telling you what needs to be fixed. They will also return your money and allow you to to resubmit after making the necessary corrections. For more info on why RI LLCs are commonly rejected, please see this article: top 15 reasons Rhode Island LLCs are rejected.

Note: You’ll use your stamped and approved Articles of Organization and your Federal Tax ID Number to open a business bank account for your LLC.

Next Step:
Click this link to jump down to the next step.

Instructions for Rhode Island LLC Articles of Organization Walk-in Filing

Please see the section above titled “Instructions for Rhode Island LLC Articles of Organization by Mail”. Follow the steps in that section to complete your LLC Articles of Organization, and then come back here. The only difference between these filing methods is how you submit the documents to the state (not how you fill them out). Instead of mailing your documents to the state, you’re going to drive to their office and hand deliver them.

Filing Fee: $150

Payment Method: Cash, check, or money order

If paying by check or money order, make payable to:
“Rhode Island Department of State”

Walk-in Instructions:
Bring your completed Articles of Organization and $150 filing fee to:

Business Services Division
148 West River Street
Providence, RI 02904-2615

There is free parking in front of the building. After you walk into the entrance, just head to the Division of Business Services (they are located at the back of the building behind the post office).

This is what the building entrance looks like:

Rhode Island LLC Secretary of State Division of Business Services

Hours:
You can do a walk-in filing Monday through Friday, from 8:30am – 4:30pm.

Best Time of Arrival:
It’s best to arrive early in the morning as this is when the office is least busy.

Rhode Island LLC Approval for walk-in filing:
If you do the walk-in filing, your LLC will be approved in a few hours or less. You’ll just have to bring a book or play Freecell on your phone while you wait ;) Your LLC approval will be given to you on the spot and you’ll receive a stamped copy of your approved Articles of Organization.

Note: You’ll use your approved Articles of Organization and your Federal Tax ID Number to open a business bank account for your LLC.

Next Step

Once you file your Rhode Island LLC Articles of Organization, and it’s approved by the state, you can then proceed to the next lesson: Rhode Island LLC Operating Agreement.

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®
Forming an LLC shouldn't be so complicated. Our step-by-step guide will make the process a breeze – and no complex legal jargon! LLC University® teaches people how to form an LLC for free in all 50 states. We hope you find our free guides and resources helpful in your business journey.
Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.

2 Comments

  1. Bogdan January 16, 2018

    Very easy to follow. Thanks!!

    A question: how to write the Agent’s annual report?

    Thanks again!

    Bogdan

    reply
    • Matt Horwitz January 16, 2018

      Hi Bogdan, great to hear! I’m not sure what you mean by Agent’s annual report, since there is no such thing. Can you re-phrase your question?

      reply

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