How to Start an LLC in Rhode Island
In Rhode Island, setting up a Limited Liability Company (LLC) is a viable legal option for safeguarding your personal assets like your home, car, and bank account in case your business is sued.
Besides operating a business, an LLC in Rhode Island can also hold assets such as real estate, boats, vehicles, or aircraft.
Starting an LLC in Rhode Island is straightforward. First, search for your desired LLC name in the state's database and select a Rhode Island Registered Agent. Then, file your Articles of Organization with the Rhode Island Secretary of State and wait for approval.
You can file your LLC through mail, online or walk-in filing, with a flat fee of $150 regardless of the chosen filing method.
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1. Choose a Name for Your LLC
Rhode Island LLC Name Requirements In Rhode Island, all LLC names must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." You must ensure that your LLC's name is different from the names of other business entities registered with the Rhode Island Secretary of State. The Rhode Island Secretary of State provides a business name database that can be used to check name availability.
Reserving an LLC Name To reserve your LLC name for 120 days, you can file a Reservation of Entity Name (Form 620) with the Rhode Island Secretary of State's Corporations Division. You can file the reservation form online or by mail.
Using a Fictitious Business Name If you prefer to use a different name for your business, you can register a fictitious business name, also known as a trade name, assumed name, or "DBA" (doing business as). In Rhode Island, you must file a Fictitious Business Name Statement (Form 624B) with the Rhode Island Department of State to register your fictitious name. The form can be filed online or by mail.
2. Assign a Registered Agent
Rhode Island mandates that your LLC designate a registered agent. This is the individual or entity authorized to receive official legal documents and notices on behalf of your LLC, including service of process.
Your registered agent can be a person, such as yourself or an employee, or an entity that provides registered agent services, provided they meet these criteria:
- Registered agent services must be provided by an entity (such as a company).
- The agent must have an address in Rhode Island.
- The agent must be physically present and available during regular business hours to accept documents.
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3. File Articles of Organization
Rhode Island LLCs are established by submitting Articles of Organization (Form 400) to the Rhode Island Department of State.
The following details must be included in the articles:
- The LLC's name
- The registered agent's name and address
- How the LLC will be taxed at the federal level
- The principal office's address
- Whether the LLC will be managed by its members or managers; if it is manager-managed, the managers' names and addresses must be included.
- The effective date of the Articles, which may be either the filing date or a later date.
- The signature of an authorized person.
The Rhode Island Department of State charges a fee of $150 for both domestic and foreign LLCs. Payment can be made through a check or money order, payable to the RI Department of State.
Processing time typically takes one to three business days for both online and mail filings.
4. Draft an Operating Agreement
While not required by law, it is highly advisable for all new Rhode Island LLCs to create a thorough operating agreement. This agreement should include the following provisions:
- Explanation of the LLC’s business structure
- Outlining individual responsibilities and obligations of each LLC member
- Describing the operations and decision-making process of the LLC. Failing to have an operating agreement that clearly outlines the specific duties of each member can lead to significant legal and operational issues for the LLC.
5. Get an EIN
Obtain an Employer Identification Number (EIN) from the IRS, also referred to as a Federal Employer Identification Number (FEIN) or Federal Tax Identification Number.
Similar to a Social Security number for individuals, an EIN serves as an identifier for your LLC and allows you to hire employees, open a business bank account, and pay taxes.
Most LLCs with employees or multiple members need an EIN, which can be obtained through the IRS website, by mail, or fax.
Rhode Island Business Taxes
Additionally, you must register your LLC with the Rhode Island Division of Taxation website to fulfill your state tax obligations. This includes registering for employer tax as an employer, as well as sales and excise taxes, payroll taxes, and withholding taxes.
Consult the Division of Taxation's "Resources for Businesses" page for more information on Rhode Island business taxes.
6. File Annual Reports
Rhode Island LLCs, as well as foreign LLCs authorized to operate within the state, must submit a Limited Liability Company Annual Report (Form 632) to the Rhode Island Secretary of State, accompanied by a $50 filing fee.
The report must be submitted annually between September 1 and November 1, starting from the year following the year in which the LLC's initial Articles of Organization were submitted to the Secretary of State.
You can file the report via online or postal mail. Don't forget to coordinate with your registered agent regarding the submission of this report.
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