How to Form an LLC in Rhode Island | 2025

Though the smallest state in the US, Rhode Island boasts significant opportunities for new business ventures. Forming a limited liability company (LLC) in the state provides advantages such as limited liability protection and tax flexibility for your small business.

Our step-by-step guide on how to form an LLC in Rhode Island covers all the costs and business requirements associated with establishing your business entity and staying in good standing with the state government. We'll also discuss Wise Business, the international business account that supports all the needs of going global.

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How to Start an LLC in Rhode Island (Step-by-Step)

The process for starting an LLC in Rhode Island is pretty straightforward. It shares many similarities with the process for forming an LLC in other states across the US, though it comes with slightly different costs and compliance requirements. Be sure to follow each step to get started on the right foot.

Step 1: Choose a business name

The first step to forming an LLC in Rhode Island is selecting a compliant name. It’ll need to adhere to state rules and regulations, including the following:

• The name must be distinguishable from other business names on record.
• The business name must end with “Limited Liability Company,” “LLC,” or “L.L.C.”
• The name can’t be misleading or deceptive—for example, it can’t suggest an association with a government agency.
• The name can’t include restricted words without approval, for example, “bank” or “insurance”.¹
  To ensure your chosen name is unique and available, the Rhode Island Secretary of State has a Corporate Database for you to search.² If you aren’t ready to form your LLC, you can reserve your business name with the RI Department of State for 120 days by completing the Application for Reservation of Entity Name and paying a $50 filing fee.³

Step 2: Appoint a registered agent

Every LLC in Rhode Island must appoint a registered agent to handle official correspondence between the LLC and the government. The requirements for a registered agent are:

• They must have a physical address in Rhode Island (no P.O. Box).
• The agent must be available during normal business hours.

As the business owner, you can serve as your own registered agent if you’re prepared to take on the responsibilities. You can also hire a professional service if it’s more suitable for you, or if you’re located outside the state.

Step 3: File Articles of Organization

To establish your business entity, file articles of organization with the Rhode Island Department of State.⁴ The filing fee is $150, and submission can be done online, by mail, or in person. The articles of organization form requires you to provide basic information about your LLC, such as:

• Business name
• Business street address
• Registered agent name and address
• Federal tax designation
• Management structure
• Names and addresses of manager(s), if applicable
• LLC formation date

If the document is approved, your business is legally formed, and you’re ready to conduct business in Rhode Island.

Step 4: Create an LLC Operating Agreement

While Rhode Island doesn’t require LLC owners to create an operating agreement, it’s a solid course of action, especially for multi-member LLCs. This document establishes how your business handles procedures related to:

• Ownership
• Management
• Decision-making and voting
• Allocations for profits and losses
• Ownership transitions
• Dissolution of your LLC

After finalizing the LLC operating agreement, sign it and distribute copies to all LLC members. You’ll want to review and update the document as needed.

Step 5: Obtain an EIN and open a business bank account

You can register for an Employer Identification Number (EIN) from the Internal Revenue Service (IRS) for tax purposes. While it’s optional for single-member LLCs, it’s still a good way to protect your Social Security Number against identity fraud. Multiple-member LLCs are required to take this step, and it’s also a requirement if you plan to hire employees.

To apply for an EIN, submit Form SS-4 online at the IRS website, by fax, or by mail. Once you have your EIN, you can open a business bank account to keep your personal and business income separate.

Step 6: Register for state taxes and business licenses

Register your business with the Rhode Island Division of Taxation. You can register for a sales permit, an income tax withholding account, and a Rhode Island Unemployment insurance account through the state’s Online Registration Service.⁵

While Rhode Island doesn’t require a general business license, depending on your operations, you may need city, county, or federal licenses and permits. Contact the Rhode Island Department of State’s Business Assistant portal to learn more.

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What are the business requirements for a Rhode Island LLC?

After forming your LLC, you’ll want to take these additional steps:

• Register a Domain Name: Register a domain name that matches your LLC name to establish your online presence.
• Obtain a Certificate of Good Standing: File for a Certificate of Good Standing to prove your business is in good standing with the RI Department of State. Request it through the Corporate Database and pay the $22 filing fee.
• Consider a Foreign LLC: If you plan to expand your business outside of Rhode Island, file for a foreign LLC in that state. If your LLC was established in another state, register it as a foreign LLC with the RI Department of State to conduct business in Rhode Island, paying the $150 filing fee.

LLCs are required to file annual business reports with the Rhode Island Secretary of State. You can file Form 632 online, by mail, or in person. The filing fee is $50.⁶

What are the benefits of starting an LLC in Rhode Island?

There are several benefits for LLC owners looking to operate in Rhode Island. Formation is straightforward and relatively affordable compared to other states. Other upsides include:

• Personal liability protection separates personal and business assets
• Pass-through taxation avoids double taxation and savings on franchise taxes
• Small business incentives like tax credits for capital investments

How much does it cost to start an LLC in Rhode Island?

The cost of forming an LLC in Rhode Island varies. Basic fees include:

• Articles of organization: $150
• Annual report: $50
• Name reservation: $50
• Certificate of Good Standing: $22
• Registered agent service: $100-$300 per year

You can expect to pay at least $150 to form an LLC in Rhode Island, with additional costs depending on required services, permits, and licenses.

Can a nonresident open a company in Rhode Island?

Yes, a nonresident can open an LLC in Rhode Island. The state doesn’t impose residency requirements for LLC owners, so individuals from outside the state or outside the US, can form and operate LLCs in the state. However, there are specific considerations you’ll need to keep in mind:

• Registered Agent Requirements: Non-residents will need to appoint a registered agent with a physical address in Rhode Island.
• Tax Obligations: Non-resident LLC members must pay taxes. They’re subject to state income tax and must file an income tax return.
• Out-of-State Qualification: If a non-resident owns an LLC in another state but wants to conduct business in Rhode Island, they’ll need to register as a foreign LLC in the state.

By meeting these requirements, you can successfully establish and grow your business operations in Rhode Island.

Comparison with Other States

If you’re looking to form an LLC in Rhode Island, you may want to compare its unique requirements, filing fees, and ongoing compliance requirements to other states to make sure it’s the right option for you.

Feature	Rhode Island	New York	Massachusetts	Delaware
Filing Fee	$150	$200	$500	$90
Annual Report Fee	$50	$9-25	$500	$300
Privacy	Moderate	Low	Low	High
Tax Environment	LLCs taxed as pass-through entities; no franchise tax	LLCs face state income tax and costly publication requirements	LLCs pay corporate excise tax if electing corporate taxation	No state income tax for LLCs, minimal franchise tax
Best For	Small businesses seeking affordability	Local businesses with strong ties to the state	High-revenue corporations and businesses	Privacy-conscious entrepreneurs

Ultimately, Rhode Island provides a balanced option with moderate fees and straightforward compliance requirements. If you’re prioritizing tax advantages, though, you might prefer to start your LLC in a state like Tennessee, Texas, South Dakota, or Wyoming, all of which don’t impose individual income taxes.

Are you ready to start your Rhode Island business?

Now you know how to form an LLC in Rhode Island. By following the necessary steps—choosing a compliant name, appointing a registered agent, filing Articles of Organization, creating an operating agreement, obtaining an EIN, and registering for applicable taxes and licenses—you can position your business for long-term success.

The filing fees associated with forming an LLC in Rhode Island are relatively standard, and the process is very straightforward, making it an ideal location for getting your business entity off the ground. It’s an especially good choice for those who already have a physical address in the state, though you can always hire a registered agent to fulfill this requirement as you establish your business. Residents and non-residents alike can benefit from Rhode Island’s business-friendly environment.

Rhode Island LLC FAQs

Privacy Protections for Rhode Island LLCs

Rhode Island LLCs offer privacy since they don’t require members to submit their personal information to the state. As a result, these details are kept off public records. Designating a registered agent further protects ownership privacy, since only the agent’s address will appear in public filings.

Why Do People Use Rhode Island for LLC?

Entrepreneurs choose Rhode Island for LLCs due to strong asset protection, no business franchise tax, and flexible management requirements. Its strategic location near New York and Boston markets is an asset, along with the state’s various incentives for small businesses.

Is Rhode Island an LLC Tax-Free?

No, a Rhode Island LLC isn’t tax-free. While there’s no franchise tax, LLCs are subject to the state’s income tax rates. Annual fees and filing requirements also apply.

What Are the Disadvantages of a Rhode Island LLC?

The disadvantages associated with a Rhode Island LLC include higher formation and annual maintenance costs. Overall, the state is known for high business costs and complex regulations, which isn’t ideal for everyone.

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Sources:

1. Name Availability Guidelines
2. Rhode Island Corporate Database | Rhode Island SOS
3. Application for Reservation of Entity Name | Rhode Island SOS
4. Articles of Organization | Rhode Island SOS
5. Online Registration Service | Rhode Island Government
6. Form 632 | Rhode Island SOS