Welcome to the Start a Business tutorial dedicated to the formation of LLCs and L3Cs in the State of Rhode Island. The registration process is simple and can be executed online for both company types. This is a convenient and not entirely common option that the Department of State has provided, one that shouldn’t be overlooked as it will allow for the immediate submission of the formation documents to the Secretary of State. For all those that would rather not use the online portal, we have also included the PDFs necessary in submitting the documents through the mail to the necessary authorities. In both cases, the filing fee of $150 will need to be paid upon registration. If submitting your documentation online, this can be executed via credit card. If filing through the mail, you will be required to pay with a check made out to the R.I. Department of State.

If you are unsure as to whether or not your name is available for use in Rhode Island, it’s never a bad idea to perform Business Entity Search to make sure that no other business has registered using it. If you’d like to reserve, you may do so for the price of $50 which will last for a total of 120 days after acceptance. A tutorial covering this process can be found here.

How to File (Online)

Step 1- You may begin by navigating to this webpage and clicking on the File New Business Entity link.

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Step 2- The succeeding page will present to you a list of possible entities which are available for online filing. Select either the LLC or the L3C Articles of Organization option to advance.

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Step 3- The next page should resemble the window shown below. Articles 1-4 will have you supplying the name of the LLC, the registered agent information, the manner in which the company is to be treated in regards to federal income tax, and the street address of the principle office. The fifth article will differ slightly not in the information contributed by the filer but in the definition of the company structure itself. Be sure to read the provisions carefully before supplying a period of duration.

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Step 4- Any addition provisions can be provided next, followed by the name and address of each manager (if applicable). You will be required to also indicate whether the LLC is to be member or manager managed. In the eighth article, you will be able to indicate a future effective date if applicable.

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Step 5- Supply the filer’s contact info next, followed by the signature of the authorized representative and the address of the authorized signer. Click Accept to the terms and conditions if you do indeed agree to them and finally select the Click HERE to Submit This Information to continue.

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Step 6- The page following the articles will simply have you reviewing the information that you’ve just submitted. Providing that it is all true and accurate, you may proceed by clicking Accept.

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Step 7- On this page, you will be able to click Enter Credit Card Details to proceed.

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Step 8- Choose between payment by credit card or subscriber account.

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Step 9- You will have to supply the customer information as follows:

  • Country
  • First name
  • Last name
  • Full address
  • Email
  • Phone number

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Step 10- The next page will ask for your payment information. Once submitted, click Next to access the forth step which is officially submitting the payment, as well as the filing, to the Department of State.

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How to File a LLC (PDF)

Step 1- If you are filing for a limited liability company, you will need to first download the Articles of Organization.

Step 2- The following information will be required of all filers:

Page 1

  • 1- Name of LLC
  • 2- Name and address of registered agent
  • 3- The manner in which the LLC is intended to be treated for purposes of federal income taxation
  • 4- Address of the principle office

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  • 6- Any additional provisions
  • 7- Manner in which LLC is to be managed as well as the name and address of each manager (if applicable)
  • 8- Effective filing date
  • Name and address authorized signatory
  • Date
  • Signature of authorized representative

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Step 3- Along with your application, there will be a filer contact information sheet. On it you will be required to submit the following:

  • Name
  • Phone number
  • Proposed entity name
  • Address
  • Email address

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Step 4- Once you’ve supplied all the requisite information into the filing forms, you will be required to attach to it a check made out to the R.I. Department of State covering the $150 filing fee. Mail the package to the below address to complete your end of the registration process.

Department of State: Business Services Division

148 W. River Street

Providence, Rhode Island 02904-2615

How to File a L3C (PDF)

Step 1- Those filing for an L3C will need to download the Articles of Organization made available for that entity type.

Step 2- The following information will be required of all filers:

Page 1

  • 1- Name of LLC
  • 2- Name and address of registered agent
  • 3- The manner in which the LLC is intended to be treated for purposes of federal income taxation
  • 4- Address of the principle office

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Page 2 

  • 6- Any additional provisions
  • 7- Manner in which LLC is to be managed as well as the name and address of each manager (if applicable)
  • 8- Effective filing date
  • Name and address authorized signatory
  • Date
  • Signature of authorized representative

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Step 3- If you’ve completed, printed and signed the filing forms, you will be able to attach to them a check made out to the R.I. Department of State covering the $150 filing fee. Send the completed filing package to the below address for processing by the office of the Secretary of State.

Department of State: Business Services Division

148 W. River Street

Providence, Rhode Island 02904-2615

Tips

EIN – The Employer Identification Number is a tool used by the IRS to identify every individual tax withholding business entity in the United States. For this reason, it will be necessary for you to obtain this number immediately after the acceptance of your Articles of Organization at the Secretary of State’s office. This will allow you to then legally hire employees, apply for credit cards, open checking and savings account and otherwise transact business under the company name. For information regarding the application process, please review our tutorial found linked in the heading of this paragraph. You will find that there is both an Online and a PDF application process available to employers.

Operating Agreement– Although this not legally required in the State of Rhode Island, we still recommend that you take the time to draft an operating agreement through which you can relay the various logistical and financial provisions not already set in the initial articles. This will allow you to create a set of rules and regulations under which the members and/or managers of your entity will be required to operate. For more information, simply click on the heading of this paragraph and review our free template found in both PDF and MS Word. Should you decide to incorporate this into your internal affairs, you would be wise to have your attorney give it the OK before having each member sign it putting it into effect.

Renewal– In Rhode Island, it is required that all limited liability companies stay up to date with the Department of State by filing what is called an annual report. Through the submission of this document, the State offices will be able to keep tabs on any major logistical changes which may have occurred over the course of the previous 12 months. In this State, and for this entity type, the renewal period is between the first of September and the first of November. You will have the option of submitting a finished PDF through the mail or renewing online (link found in heading of paragraph). Doing the latter of the two options will require that you have an online account with the government website. All LLCs will also need to provide a $50 filing fee with their annual report.

Department of State: Business Services Division

148 W. River Street

Providence, Rhode Island 02904-2615