How to Start an LLC in Rhode Island: Fees, Filings and Annual Requirements
Forming an LLC in Rhode Island: the state filing fee, how to file, name rules, registered agent, annual report, state taxes, DBA and sales tax permit — from the official state sources.
Quick answers for Rhode Island
- LLC filing fee
- The Department of State lists the fee for registering an LLC (Articles of Organization) at $150. By statute, the fee for filing the original articles of organization is one hundred fifty dollars ($150). R.I. Gen. Laws § 7-16-65(1); RI Department of State, Start Your Rhode Island Business
- Annual report
- LLCs file an annual report (Form 632) with the Department of State during the filing period February 1 – May 1. RI Department of State, File Your Annual Report; LLC Welcome Packet; R.I. Gen. Laws § 7-16-65(13)
- State franchise or minimum tax
- Every incorporated for-profit business registered with the Department of State, including LLCs, must pay at least a minimum annual tax of $400 to the RI Division of Taxation each tax year. RI Department of State, Start Your Rhode Island Business (Step 6); Pay Your Business Taxes; LLC Welcome Packet
- How to file
- File Articles of Organization (Form 400) with the Rhode Island Department of State, either online through the Corporate Online Filing System or on the paper PDF form. RI Department of State, Start Your Rhode Island Business (Step 3 and Step 4)
Last verified: 2026-10-27
Forming the LLC
| LLC filing fee | The Department of State lists the fee for registering an LLC (Articles of Organization) at $150. By statute, the fee for filing the original articles of organization is one hundred fifty dollars ($150). |
|---|---|
| How to file | File Articles of Organization (Form 400) with the Rhode Island Department of State, either online through the Corporate Online Filing System or on the paper PDF form. The Department says a filing may take between one to three business days to process; confirm that it was accepted before moving on. The Department provides an LLC Articles of Organization online filing guide and an LLC Welcome Packet. |
| Name rules and reservation | The name must end with the words "limited liability company" or the letters "l.l.c." (upper or lower case, with or without punctuation); a low-profit LLC must end with "low-profit, limited liability company" or "L3C". It must be distinguishable from other names on the Secretary of State's records. A name can be reserved for one hundred twenty (120) days; the reservation fee is fifty dollars ($50.00). |
| Registered agent | Every LLC must have both a registered agent and a registered office on file. The agent must be a Rhode Island resident or an entity qualified to do business in Rhode Island, and must have a Rhode Island street address and be available there during normal business hours; P.O. boxes, shipping/postal company addresses and virtual business addresses are not allowed. Changes are filed on Form 642 (agent) or Form 642A (office). By statute, a statement of change of resident agent costs twenty dollars ($20.00), and a change of address only for a resident agent has no fee. |
| Operating agreement | The Department of State's LLC Welcome Packet says an LLC should create and agree to an operating agreement as an internal document that determines how the LLC governs itself, and that the operating agreement is held in the private records of the business (it is not filed with the state). The packet does not say an operating agreement is legally required. |
Keeping the LLC in good standing
| Annual report | LLCs file an annual report (Form 632) with the Department of State during the filing period February 1 – May 1. The Department's chart lists a $50 filing fee, a $2.50 enhanced access online fee, and a $25 late filing penalty applied June 1. The Department's LLC Welcome Packet says the report is due each year you are in business, and that failing to file an annual report does not dissolve the business. Businesses that do not meet annual obligations lose good standing status. |
|---|---|
| State franchise or minimum tax | Every incorporated for-profit business registered with the Department of State, including LLCs, must pay at least a minimum annual tax of $400 to the RI Division of Taxation each tax year. The Department says this tax is not pro-rated and is owed even if no business was conducted or no profit was made. LLCs taxed as partnerships pay the $400 annual charge by March 15; LLCs treated as corporations pay by April 15 the greater of the 7% corporate income tax or the $400 charge. |
| Sales tax permit | A business that sells any product or taxable service directly to end consumers in Rhode Island must get a retail sales permit from the RI Division of Taxation, registering with the Business Application and Registration (BAR) form, and must file monthly sales tax returns (Form RI-STR) even if no taxable sales were made. The page reviewed does not state a permit fee; check with the RI Division of Taxation. |
| DBA / assumed name | An LLC that wants to do business under another name files a fictitious business name statement with the Secretary of State (through the Corporate Online Filing System or Form 624A). By statute, filing a fictitious business name statement or an abandonment of its use costs fifty dollars ($50.00). Unincorporated businesses register trade names separately through the Department of State's trade name system. |
Out-of-state LLCs and closing
| Registering an out-of-state LLC | An out-of-state LLC files an application for registration as a foreign limited liability company with the Secretary of State. By statute, the fee is one hundred fifty dollars ($150). Source: R.I. Gen. Laws § 7-16-65(15) |
|---|---|
| Closing an LLC | A domestic LLC files Articles of Dissolution (Form 404) with the Department of State; the fee is $50. Once accepted, the entity legally ceases to exist. When filing, the business must certify that it has confirmed its tax status with the RI Division of Taxation and has no outstanding tax debts. A foreign LLC files a certificate of cancellation; by statute the fee is seventy-five dollars ($75.00). Most filings are processed within 3 business days. |
Where to get help in Rhode Island
Starting an LLC & Small Business FAQ
How much does it cost to form an LLC in Rhode Island?
The Department of State lists the fee for registering an LLC (Articles of Organization) at $150. By statute, the fee for filing the original articles of organization is one hundred fifty dollars ($150).
How do you form an LLC in Rhode Island?
File Articles of Organization (Form 400) with the Rhode Island Department of State, either online through the Corporate Online Filing System or on the paper PDF form. The Department says a filing may take between one to three business days to process; confirm that it was accepted before moving on.
What are the LLC name requirements in Rhode Island?
The name must end with the words "limited liability company" or the letters "l.l.c." (upper or lower case, with or without punctuation); a low-profit LLC must end with "low-profit, limited liability company" or "L3C". It must be distinguishable from other names on the Secretary of State's records. A name can be reserved for one hundred twenty (120) days; the reservation fee is fifty dollars ($50.00).
Do you need a registered agent for an LLC in Rhode Island?
Every LLC must have both a registered agent and a registered office on file. The agent must be a Rhode Island resident or an entity qualified to do business in Rhode Island, and must have a Rhode Island street address and be available there during normal business hours; P.O. boxes, shipping/postal company addresses and virtual business addresses are not allowed. Changes are filed on Form 642 (agent) or Form 642A (office). By statute, a statement of change of resident agent costs twenty dollars ($20.00), and a change of address only for a resident agent has no fee.
Does an LLC have to file an annual report in Rhode Island?
LLCs file an annual report (Form 632) with the Department of State during the filing period February 1 – May 1. The Department's chart lists a $50 filing fee, a $2.50 enhanced access online fee, and a $25 late filing penalty applied June 1. The Department's LLC Welcome Packet says the report is due each year you are in business, and that failing to file an annual report does not dissolve the business.
What state taxes does an LLC pay in Rhode Island?
Every incorporated for-profit business registered with the Department of State, including LLCs, must pay at least a minimum annual tax of $400 to the RI Division of Taxation each tax year. The Department says this tax is not pro-rated and is owed even if no business was conducted or no profit was made. LLCs taxed as partnerships pay the $400 annual charge by March 15; LLCs treated as corporations pay by April 15 the greater of the 7% corporate income tax or the $400 charge.
Is an operating agreement required in Rhode Island?
The Department of State's LLC Welcome Packet says an LLC should create and agree to an operating agreement as an internal document that determines how the LLC governs itself, and that the operating agreement is held in the private records of the business (it is not filed with the state).
How do you register a DBA in Rhode Island?
An LLC that wants to do business under another name files a fictitious business name statement with the Secretary of State (through the Corporate Online Filing System or Form 624A). By statute, filing a fictitious business name statement or an abandonment of its use costs fifty dollars ($50.00). Unincorporated businesses register trade names separately through the Department of State's trade name system.
How do you get a sales tax permit in Rhode Island?
A business that sells any product or taxable service directly to end consumers in Rhode Island must get a retail sales permit from the RI Division of Taxation, registering with the Business Application and Registration (BAR) form, and must file monthly sales tax returns (Form RI-STR) even if no taxable sales were made.
How do you register a foreign LLC in Rhode Island?
An out-of-state LLC files an application for registration as a foreign limited liability company with the Secretary of State. By statute, the fee is one hundred fifty dollars ($150).
How do you dissolve an LLC in Rhode Island?
A domestic LLC files Articles of Dissolution (Form 404) with the Department of State; the fee is $50. Once accepted, the entity legally ceases to exist. When filing, the business must certify that it has confirmed its tax status with the RI Division of Taxation and has no outstanding tax debts. A foreign LLC files a certificate of cancellation; by statute the fee is seventy-five dollars ($75.00). Most filings are processed within 3 business days.
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