Welcome to the partnership registration tutorial for the State of Rhode Island brought to you by our team here at Start a Business. Within this tutorial you will be able to learn all you need to know on how to submit your filing to the Secretary of State and officially register your limited or limited liability partnership with the proper authorities. An online submission of the forms is available for domestic limited partnerships exclusively, with all other partnership varieties being required to file through PDF. For domestic and foreign limited partnerships, the cost of filing will be $100. Domestic LLPs will need to submit $100/partner while foreign LLPs will need to provide the flat rate of $1000. As usual, foreign entities will also need to supply a certificate of good standing or letter of status which has been issued by the Secretary of State or like authority in the jurisdiction of initial formation.

Each partnership, and entity for that matter, must operate under a name which is distinguishable from that of any other business on file with the Secretary of State. For this reason, we always recommend cross checking the name database prior to registration through the use of the Business Entity Search. You may also commit to a name reservation which will allow you to reserve you name for a period of 120 days. Click on our tutorial here for more info.

How to File a Domestic LP (Online)

Step 1- The very first thing online filers will need to do is navigate to this webpage and click on the File New Business Entity.

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Step 2- You will be presented with a list of possible entities to file, for the purposes of this tutorial, we will be going over the Certificate of Limited Partnership option.

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Step 3- The next page should look exactly like the window displayed below. You will need to start by entering in the following data in the articles 1-4:

  • 1-Name of LP
  • 2- Address where records of LP are kept
  • 3- Address of initial registered office and name of agent
  • 4- Name and address of each partner

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Step 4- Article 5 will have you supply the mailing address of the LP while 6 will enable you to supply any additional provisions. Below this you can enter the filer’s contact info including the business name, contact name, full address, phone number and email address.

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Step 5- Click Accept after reading the terms and conditions. Once this has been completed, you will be able to click the link to submit the information.

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Step 6- This page will have you reviewing all data entered into the forms. You can either Make Corrections, or click Accept if everything looks to be accurate.

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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- At this point you will be able to choose between payment by credit card or subscriber’s account. For the purposes of this tutorial we’ve chosen the former.

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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 Domestic LP (PDF)

Step 1- When filing for a domestic limited partnership, you will need to print off the requisite filing form which is of course, the Certificate of Limited Parntership.

Step 2- You will be asked to provide the following information:

Page 1

  • 1- Name of LP
  • 2- Address at which records of the LP are kept
  • 3- Name and address of initial registered agent/office
  • 4- Name and address of each general partner

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Page 2

  • 5- Mailing address of partnership
  • 6- Any other provisions
  • Name and signature of each general partner along with the date of signing

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Step 3- Along with each filing form in the State of Rhode Island, there will be a page titled Filer Contact Information. The following information will be required of all applicants:

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

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Step 4- Once you’ve filled out all necessary forms, you will be required to attach to the pages, a check made out to the R.I. Department of State for the total of $100. Mail all items to the below address for processing.

Department of State: Business Services Division

148 W. River Street

Providence, Rhode Island 02904-2615

How to File a Domestic LLP (PDF)

Step 1- Filing for a domestic LLP requires that applicants submit their filing by mail. This will require the downloading of the Registration of Limited Liability Parntership.

Step 2- Once the form has been downloaded, you will need to submit the following data:

Page 1

  • 1- Name of LLP
  • 2- Street address of principle office
  • 3- Initial registered office/agent in Rhode Island
  • 4- Name and address of each resident partner

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Page 2

  • 5- Address where business records of the partnership are kept
  • 6- Brief statement regarding business conducted by partnership
  • Name and signature of each partner as well as date of signing

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Step 3- Along with each filing form in the State of Rhode Island, there will be a page titled Filer Contact Information. The following information will be required of all applicants:

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

RI-Cover-LetterStep 4- Once the forms have been completed in their entirety, you will be able to attach to them a check made out to the R.I. Department of State for the total of the filing fee. This fee, as previously mentioned, will be based on the number of partners signing ($100/partner not to exceed $2500). Mail the filing package to the below address for processing.

Department of State: Business Services Division

148 W. River Street

Providence, Rhode Island 02904-2615

How to File a Foreign LP (PDF)

Step 1- To register your foreign limited partnership with the Secretary of State, or Department of State, you will be required to download the Application for Certificate of Registration first.

Step 2- This document will ask that you submit the following information:

Page 1

  • 1- Name of LP and name to be used in Rhode Island (if different)
  • 2- Original jurisdiction
  • 3- Date of formation
  • 4- General character of business
  • 5- Name and address of registered agent
  • 7- Principle office of LP

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Page 2 

  • 8- Name and address of general partner
  • 9- Address of office at which is kept a list of names and address of partners
  • 10- Mailing address of foreign LP
  • Signature and name of GP as well as date of execution

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Step 3- Along with each filing form in the State of Rhode Island, there will be a page titled Filer Contact Information. The following information will be required of all applicants:

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

RI-Cover-LetterStep 4- Once the filing forms have been completed, you will be able to attach to them the certificate of good standing issued in the state/country of initial formation. Also you will need to provide a check covering the $100 filing fee made out to the R.I. Department of State. Send all items to the below address to complete your end of the business registration process.

Department of State: Business Services Division

148 W. River Street

Providence, Rhode Island 02904-2615

How to File a Foreign LLP (PDF)

Step 1- Foreign limited liability partnerships will be required to submit a Notice of Registration when they file with the Rhode Island Department of State.

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

Page 1

  • 1- Name of LLP and name to be used in Rhode Island (if different)
  • 2- Original jurisdiction
  • 3- Address of principle office
  • 4- Name and address of registered agent

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Page 2

  • 5- Name and address of all resident partners in Rhode Island
  • 6- Brief statement describing business to be conducted in Rhode Island
  • 7- Any other information deemed pertinent by the partnership

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Page 3- This last page will simply involve the name, signature and date of execution by each applicable partner.

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Step 3- Along with each filing form in the State of Rhode Island, there will be a page titled Filer Contact Information. The following information will be required of all applicants:

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

RI-Cover-Letter

Step 4- Once you’ve submitted all information into the above forms, you will need to attach to them a check made out to the R.I. Department of State covering the $1000 filing fee. Also, all foreign entities must provide a certificate of good standing from their jurisdiction of initial formation to be considered eligible for registration. Send the filing package to the below address when all items have been consolidated.

Department of State: Business Services Division

148 W. River Street

Providence, Rhode Island 02904-2615

Tips

EIN – Once you have finished the formation process of a new, domestic partnership, it will be necessary for you to acquire an Employer Identification Number. This can be obtained for free by navigating to the Internal Revenue Services website and going through their application process. The IRS will use this number, once assigned, to identify you as a legitimate, tax-paying entity. With the number you will be able to hire employees, open bank accounts, apply for large business loans and the like. For more information, click on the heading of this paragraph or make your way directly to the Online or PDF filing system.

Partnership Agreement–  All partnerships would benefit from the use of a binding agreement amongst its general partners. This can greatly ameliorate the over all organization of the business’s internal affairs as it will allow for the delineation of all logistical and financial provisions not already put in place in the initial formation documents. For your convenience, we’ve provided a free template in both MS Word and Adobe PDF linked in the heading of this paragraph. Take a minute to review this document with your attorney before you consider implementing it into your own partnership.

How to (Video)