Welcome to Start a Business’s guide to registration in Rhode Island. Our goal is to guide prospective business filers through the various stages of entity registration prescribed by the Rhode Island Department of State. For those looking to form a new domestic corporation, limited partnership, or LLC, Rhode Island has created an online filing portal; all other entities will need to be filed through the mail. Below you will find a brief overview of the entity formation process for Rhode Island, complete with relevant links to the specific information or PDF forms you will need to complete your filing. We urge you to take the time to not only review this main page, but also to take a look at the tutorial which pertains to your particular business entity to gain insight into your specialized registration process.
Start an Entity
Search for a Name
It is required in the State of Rhode Island that all business entities function under a name that is distinguishable from that of all other businesses on file at the Department of State. For this reason, we always recommend that filers take a moment to perform a Business Entity Search to ensure that they name they plan on using is indeed available. Through this search, filers will also be able to gain all information put on display by the Department of State which pertaining to any given entity within the database. Additionally, it is through the entity portal that an individual may acquire a certificate of good standing for a given entity.
How to File in Rhode Island
Step 1– The filing system in Rhode Island is very standard and can be accomplished in a matter of minutes. First you will, if you you wish, be able to perform the aforementioned Business Entity Search to make sure your name checks out. For individuals concerned with the continued availability of their prospective entity’s name Rhode Island has provided a Name Reservation form ($50) which, upon filing, will guarantee the name’s availability for a period of 120 days.
Step 2 – We suggest that, after securing your entity name, you proceed by downloading your filing forms or navigating to the online portal and accessing them electronically. As mentioned above, you will be able to file for domestic corporations, partnerships, and LLCs online; all other entity types require the filing of a completed PDF form corresponding to the desired entity type through the mail to the Department of State. Click on the entity type below that matches the one you are trying to form to gain more information into the exact filing requirements.
- Domestic Profit Corporation
- Domestic Benefit Corporation
- Domestic Professional Corporation
- Domestic Benefit Professional Corporation
- Domestic Non-Profit Corporation
- Foreign Profit Corporation
- Foreign Non-Profit Corporation
- Domestic Limited Partnership
- Domestic Limited Liability Partnership
- Foreign Limited Partnership
- Foreign Limited Liability Partnership
Step 3 – Once the filing has been completed, you will be able to pay the filing fee (full list found below). If doing so online, the payment should be executed by credit card or by subscriber account and will mark the completion of the filing process. All paper filers will need to provide a check made out to the R.I. Department of State covering the entire cost. Foreign entities at this point will need to attach their certificate of good standing to the form to prove legitimacy. Send all filing packages, if registering through the mail, to the below address.
Department of State: Business Services Division
148 W. River Street
Providence, Rhode Island 02904-2615
- Domestic Profit Corporation- $230
- Domestic Benefit Corporation- $230
- Domestic Professional Corporation- $230
- Domestic Benefit Professional Corporation- $230
- Domestic Non-Profit Corporation- $35
- Foreign Profit Corporation- $310
- Foreign Non-Profit Corporation- $50
Limited Liability Company
- Domestic Limited Liability Company-$150
- Foreign Limited Liability Company-$150
- Domestic Limited Partnership- $100
- Domestic Limited Liability Partnership- $100/partner
- Foreign Limited Partnership- $100
- Foreign Limited Liability Partnership- $1000
When registering a domestic or foreign, it is often a good idea to think of a name well in advance to ensure that your filing will be up to the standards of the filing jurisdiction. As it often takes a while to consolidate all the necessary information and make all the proper arrangements for filing it is wise to ensure that the name that you have chosen for your business will not be taken by another entity. The use of the Name Reservation filing will do exactly as it sounds; it will effectively reserve the rights to the name for a period prior to registration. In this State, a reservation costs a total of $50 and lasts for no more than 120 days. It is usually recommended that you perform a Business Entity Search before committing as it will ensure that the name you’ve chosen hasn’t already been used.
Certificate of Good Standing
In the State of Rhode Island, the process of acquiring a Certificate of Good Standing is as simple as can be. You will be required to search for the name of your company using the Business Entity Search, then navigate to your business details page where you will be able to click the option to purchase your entity’s certificates. This document is used to demonstrate legitimacy when requesting financing. It is also necessary if you intend to expand your entity to a neighboring state or jurisdiction. Certificate retrievals vary in price; those corresponding to profit-oriented organizations will cost $22 while certificates associated with non-profit entities will only cost $7. These prices will be reduced by $2 if you visit the offices and make the purchase in person.
In the State of Rhode Island, as in many of the states in the United States, it is not legally mandatory for new businesses to register with the use of a corporate bylaw, an operating agreement or a partnership agreement. For this reason, these documents remain internal to your organization; in other words they will at no point be filed with the Department of State. As an internal document it is imperative that each signing member receive a copy, as it will delineate the rules and regulations by which your entity is to function. Furthermore, any logistical or financial bylaw to be administered that has not already been stated in the original formation documents can be relayed here to ensure that there are no misunderstandings in regards to the company’s internal affairs. Click on the agreement which matches the entity type you’re planning on forming to investigate exactly what might go into one of these documents should you decide to have one drafted, a managerial step we highly endorset.
Employer Identification Number
When forming a new entity, it is essential that you apply for an Employer Identification Number to ensure that the federal government is aware of your existence when it comes to tax purposes. This number is of course issued by the IRS and can be used to open bank accounts, hire employees, apply for credit cards and the like. For more information on the application process, both Online and through the mail, click on this link to be brought to our step-by-step guide.