When forming an LLC in Rhode Island, there are a handful of reasons your LLC filing may be rejected. The good news about the Rhode Island Secretary of State, is that they’ll let you know why it’s rejected, return your money, and let you correct the LLC filing and resubmit.
If you follow the list and our helpful links below, the chances that your RI LLC filing will get rejected will be very low.
If you’re reading this, you likely have already mailed (or filed online) your RI LLC’s Articles of Organization (Form 400) and paid the $150 Secretary of State filing fee.
After you submit your Articles of Organization to the state of RI, they are reviewed and processed within 2-3 business days of being received.
If your Rhode Island LLC is approved, you don’t receive anything back (nothing by mail or email). Instead, you’ll need to search your RI LLC name on the RI SOS Database. If it’s there, then it’s approved.
If your Rhode Island LLC is rejected, you’ll receive either an email or a letter in the mail (depending on how you filed) letting you know about the reason(s) why.
If your RI LLC is rejected, the state will return your filing letting you know what needs to be corrected in your RI Articles of Organization. They’ll also return your money and let you resubmit after the corrections are fixed.
Top Reasons LLCs are Rejected in Rhode Island
We’ve reviewed a handful of rejected LLC filing from the RI Secretary of State. Here are the most common reasons:
1. The proposed entity name cannot be accepted for filing, as it is the same as an entity name already of record with this office. Please add one or more distinguishable words to the name and resubmit. A name availability search may be completed using the Rhode Island Business Entity Search.
2. The proposed entity name does not include the required entity ending. The name shall end with either the words “Limited Liability Company” or the upper or lower case letters “L.L.C.” with or without punctuation.
3. The proposed entity name is very similar to that of an existing entity record. Please obtain a letter of consent on corporate letterhead from the enclosed entity.
4. The proposed entity name has already been reserved by another person. Rhode Island LLC name reservations last for 120 days.
5. A Registered Agent must be listed in Section 2 for the service of process, notice or demand required or permitted by law to be served upon the entity in conjunction with its business affairs in this state. The agent may be a Rhode Island resident or an entity (Domestic or Foreign) qualified to conduct business in this state.
6. The Resident Office listed in Section 2 must be a physical Rhode Island street address. A P.O. Box is not acceptable unless it is accompanied by a street address.
7. The Articles of Organization must reflect, for federal income tax purposes, the manner in which it intends to be taxed. Please check the corresponding box in Section 3.
8. If known at the time of filing, the principal office of the limited liability company must be listed, or, if not known at the time of filing, the words “not yet determined” must be provided in Section 4.
9. The limited liability company must declare in Section 7 whether it is to be managed by Members or Managers.
10. You have checked to be managed by your Members in Section 7, however, you have listed the name(s) and address(es) of a manager(s). If you choose to be managed by your Members, please delete the name(s) of the manager(s). If you have hired a manager please check that you wish to be managed by managers.
Tip: To learn the difference between Members and Managers in an LLC, please see this article: Member-managed vs Manager-managed LLCs.
11. The LLC effective date of the Articles of Organization cannot be earlier than the date of the filing. The new date of filing will be the date the corrected document is received again in this office. To correct the date of filing, in Section 8, please use the term “upon filing” or enter a date no more than 30 days from the new date of filing.
12. The name and address of the authorized person signing the form must be listed. Please type or print legibly.
13. The filing fee of $150 was not included. Checks are to be made payable to “Department of State”.
14. An authorized person of the Limited Liability Company must sign the Articles of Organization.
15. A current certificate of registration issued by the authority indicated below must be provided:
– The State Board of Examination and Registration of Architects
– The State Board of Registration for Professional Engineers
– The State Board of Registration for Land Surveyors
– The State Board of Examination and Registration of Landscape Architects
Note: If you need clearance from any of the above Boards, first get clearance, then form your LLC, then get a Letter of Good Standing from the RI Secretary of State, then send the Letter of Good Standing to the Board you are registered with. Fee is $20. When ready, contact the RI Secretary of State (see below) for instructions.
Most Common Reason LLCs in RI Are Rejected = Name Issues:
As you can see, the most common reasons have to do with the Rhode Island LLC name. In order to avoid these issues when you file your LLC in Rhode Island, please follow our free lesson: Rhode Island LLC Name Search.
Have you filed your RI LLC and are still confused?
If you’ve filed your Rhode Island LLC Articles of Organization and the above information is still not making sense, please contact the Rhode Island Secretary of State at 401-222-3040 (Monday – Friday, 8:30am – 4:30pm).
Rhode Island Secretary of State: Business Services
Rhode Island Secretary of State: Rejected Filings Viewer
Rhode Island Department of Business Regulation: Division of Building, Design, and Fire Professionals
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.