In Rhode Island the Secretary of State runs a Department of State, and its Business Services Division keeps the register of LLCs, corporations and trade names. The office is on West River Street in Providence. Records live in the corporate database, searched through CorpSearch, and filings are made online or on paper.
One Rhode Island cost is easy to miss. Beyond the $50 annual report, LLCs and corporations owe a minimum tax of $400 a year to the RI Division of Taxation. The Department of State itself says companies pay at least $450 a year in taxes and fees.
Searching with CorpSearch
CorpSearch offers many search fields. Look up a record by entity name, by a person such as an officer or director, by identification or filing number, by agent, by business address, by purpose or by NAICS code. First pick the Active or Inactive database.
| Official business search | business.sos.ri.gov/CorpWeb/CorpSearch/CorpSearch.aspx (sos.ri.gov, checked ) |
|---|---|
| You can search by | entity name (begins with, exact match, full text, soundex), individual name such as officer or director (begins with, exact, full text, soundex), identification number (9 digits), filing number (12 digits), registered agent name (begins with, contains), business address, purpose, NAICS code (sos.ri.gov, checked ) |
| Name availability check | sos.ri.gov/divisions/business-services/name-availability-guidelines (sos.ri.gov, checked ) |
| What a result means | "This preliminary name search is not statutorily required or binding upon the Department of State and does not ensure that the name will be available when filing your form. The final determination will be made by this office at the time of filing." (sos.ri.gov, checked ) |
- Name, individual and address searches need at least the first 2 letters or numbers.
- Default search type is begins with. Exact match does not ignore entity endings or punctuation.
- Full text: use AND and OR, and * as a wildcard (cust* and des*).
- Agent name search: begins with needs an exact match (John Smith will not return John F. Smith); use contains for partial names.
- Identification number is 9 digits, add leading zeros. Filing number is 12 digits.
- Soundex returns names that sound alike. Fuzzy is available in trade name search.
From sos.ri.gov, checked .
Name results are only a first check. The Department of State says its preliminary search is not binding and makes the final call when you file.
Active, Inactive and Revoked in Rhode Island
The Active database holds current entities. It also keeps companies revoked less than one year ago. Everything else sits in the Inactive database.
| Status shown | What it means |
|---|---|
| Active (database) | Holds all active entities, plus entities whose certificate has been revoked for less than one year. |
| Inactive (database) | Holds all inactive entity records. |
| Revoked | Business lost good standing for failing to file an annual report, pay taxes or fees, or keep a registered agent or office. Not an official dissolution; annual reports and the $400 minimum tax keep accruing. Name rights may be lost after one year. |
| Good standing | Entity is up to date on documents required by the Department of State. Does not show taxes are paid. |
| Dissolved, Withdrawn, Canceled | Certificate types showing voluntary closure or withdrawal; no definitions given. |
Status wording from sos.ri.gov, checked .
Revoked is the status to watch. It is not a dissolution, so the annual reports and the $400 minimum tax keep accruing while the company stays revoked. Good standing at the Department of State does not prove that taxes are paid.
Rhode Island filing fees
Articles of organization for an LLC cost $150, online or on paper, and a low-profit L3C costs the same. A business corporation pays $230. Foreign LLCs pay $150 and foreign business corporations $310.
| Form an LLC | $150 (sos.ri.gov, checked ) |
|---|---|
| Form a corporation | $230 (sos.ri.gov, checked ) |
| Form a nonprofit | $35 (sos.ri.gov, checked ) |
| Register an out-of-state LLC | $150 (sos.ri.gov, checked ) |
| Annual or biennial report | LLC: $50 (annual), plus $2.50 enhanced access online fee noted; corporation: $50 (annual); domestic benefit corporation $60 (sos.ri.gov, checked ) |
| Good standing certificate | $22 online (non-profits $7); $20 in person, by phone or by mail (non-profits $5). Long-form and name change/merger certificates $30. (sos.ri.gov, checked ) |
Rather not file it yourself? Ask our private filing service about forming or reporting in Rhode Island. State fees are separate.
Registration may take 1 to 3 business days, and the LLC filing guide says LLC filings are processed within two. No paid rush option appears on the Department of State pages.
The RI annual report
Annual reports are filed from February 1 to May 1. Your first one comes in the calendar year after you register. For an LLC or business corporation the fee is $50, and a domestic benefit corporation pays $60.
| Fee | LLC: $50 (annual), plus $2.50 enhanced access online fee noted; corporation: $50 (annual); domestic benefit corporation $60 (sos.ri.gov, checked ) |
|---|---|
| When it is due | Filing period February 1 to May 1 each year, starting the calendar year after registration. Benefit corporations: within 120 days of fiscal year end. (sos.ri.gov, checked ) |
| If you file late | $25 late fee applied June 1 (plus $3.00 to file online). Benefit corporation: $25 applied 30 days after end of filing period. Failure to file can lead to revocation. (sos.ri.gov, checked ) |
| Franchise or privilege tax | Minimum corporate tax of $400 a year (or 7% of income, whichever is higher) paid to the RI Division of Taxation, not to the Department of State. State page says LLCs and corporations pay at least $450 a year in taxes and fees. (sos.ri.gov, checked ) |
| Where to file | business.sos.ri.gov/corp/loginsystem/login_form.asp (sos.ri.gov, checked ) |
| Processing time | Registration may take 1 to 3 business days; the LLC filing guide says within two business days. (sos.ri.gov, checked ) |
On June 1 a $25 late fee is added, with $3.00 more to file online. A long run of missed reports can end in revocation. Our annual report deadlines by state table helps if you manage companies in several places.
Naming a Rhode Island company
An LLC name must end with "LLC" or "Limited Liability Company". The standard is that a name must be distinguishable upon the record from names already filed. Corporate names are checked only against active records in the database.
| LLC name must include | Name must end with "LLC" or "Limited Liability Company" (docs.sos.ri.gov, checked ) |
|---|---|
| How different a name must be | Standard is "distinguishable upon the record". Not distinguishable: articles, plurals, obvious misspellings, abbreviations, variations of a word, different entity words (Inc., Corp., LLC), added numerals unless consent, punctuation, capitalization, spacing, and number vs roman numeral vs word forms. Corporate names are checked only against active Corporate Database records. (sos.ri.gov, checked ) |
The Department of State publishes name availability guidelines with examples of what does not count as a difference. Read them before you settle on a name that is close to an existing one.
Registered agent in Rhode Island
The agent must be a Rhode Island resident or an entity qualified to do business in the state. It needs a Rhode Island street address and must be available during business hours. P.O. boxes, shipping store mailboxes and virtual addresses are not accepted.
Registered agent must be a Rhode Island resident or an entity qualified in RI, with a Rhode Island street address, available during business hours. P.O. boxes, shipping/postal company and virtual business addresses are not allowed. (sos.ri.gov, checked )
If your agent moves or resigns, our guide to changing a registered agent lists the steps.
Certificate of Status (Good Standing)
Rhode Island calls the document a Certificate of Status. You order it from the company's CorpSearch record using the request certificate box. Online orders cost $22 and take two business days.
| What the state calls it | Certificate of Status (Good Standing) (sos.ri.gov, checked ) |
|---|---|
| Fee | $22 online (non-profits $7); $20 in person, by phone or by mail (non-profits $5). Long-form and name change/merger certificates $30. (sos.ri.gov, checked ) |
| Where to order | business.sos.ri.gov/CorpWeb/CorpSearch/CorpSearch.aspx (sos.ri.gov, checked ) |
The office also issues other certificate types, such as Legal Existence, Dissolved, Withdrawn and Revoked. Pick the one the bank or agency asked for.
Trade names in Rhode Island
Businesses that are not an LLC or corporation register their trade names with the Department of State, which took over these records from the 39 municipalities. The fee is $20. A corporation or other registered entity that wants to use another name files a fictitious business name statement instead.
Trade names (DBAs for unincorporated businesses) are registered with the RI Department of State (records moved from the 39 municipalities); fee $20. Incorporated entities register an alternate name by filing a fictitious business name statement with the Department of State. (sos.ri.gov, checked )
Contact RI Business Services
| Office | Rhode Island Department of State (Secretary of State) (sos.ri.gov, checked ) |
|---|---|
| Division | Business Services Division (sos.ri.gov, checked ) |
| Officeholder | Gregg M. Amore (sos.ri.gov, checked ) |
| Phone | 401-222-3040 (sos.ri.gov, checked ) |
| Hours | Monday to Friday, 8:30 a.m. to 4:30 p.m. (sos.ri.gov, checked ) |
| Mailing address | Business Services Division, 148 W. River St., Providence, RI 02904-2615 (sos.ri.gov, checked ) |
| Street address | 148 W. River St., Providence, RI 02904 (sos.ri.gov, checked ) |
Have your 9 digit identification number ready when you call, and add leading zeros if it is shorter. The office also takes questions through an online contact form.
Sources
- www.sos.ri.gov/divisions/business-services: office name, division, officeholder, street address, phone, hours, business search, online filing. Checked .
- www.sos.ri.gov/divisions/business-services/order-certificates: mailing address, good standing certificate, certificate fee, certificate ordering. Checked .
- docs.sos.ri.gov/documents/BusinessServices/LLCArticlesOfOrganizationFilingGuide.pdf: contact page, LLC name endings. Checked .
- www.sos.ri.gov/divisions/business-services/search-our-records: search fields, search tips. Checked .
- www.sos.ri.gov/divisions/business-services/name-availability-guidelines: name check, search disclaimer, name rule. Checked .
- www.sos.ri.gov/divisions/business-services/ri-business/start-your-rhode-island-business: LLC filing fee, corporation filing fee, processing time, registered agent rule. Checked .
- www.sos.ri.gov/divisions/business-services/non-profit/start-a-non-profit-corporation: nonprofit filing fee. Checked .
- www.sos.ri.gov/divisions/business-services/foreign-business/register-your-business-in-ri: foreign LLC fee, franchise tax. Checked .
- www.sos.ri.gov/divisions/business-services/ri-business/file-your-annual-report: report fee, report due date, late penalty. Checked .
- www.sos.ri.gov/divisions/business-services/revoked-entities: status terms. Checked .
- www.sos.ri.gov/divisions/business-services/ri-trade-names/register-trade-name: assumed names (DBA). Checked .