Start an LLC in Rhode Island

First things first, you need a name—you can’t file your Articles of Organization without knowing what you’re calling your LLC. There are a few rules you’ll have to follow in order to make sure the name is valid in Rhode Island (those rules are outlined in R.I. Gen. Laws § 7-16-9). In particular:

• Your name must be “distinguishable” (unique) among existing Rhode Island businesses.
• It needs to include an identifier like “limited liability company” or “LLC.”
• It can’t contain words or abbreviations that might suggest your LLC is a different type of entity. For example, including the words “corporation,” “limited partnership,” or “inc.” in the name.

You can make sure your preferred name is available by searching Rhode Island’s business registry. Northwest provides a directory of state business name availability guides you can use to learn more.

Tip: Rhode Island allows applicants to reserve an LLC name for up to 120 days (with the option of renewing after the expiration of that first reservation) by filing an Application for Reservation of Entity Name. Submit the form and a $50 filing fee to the Rhode Island Department of State, Business Services Division.

The next step is securing a domain name for your business. Without a good domain (the web address for your business website), people looking for your business online won’t be able to find it. This domain name really should match your business name, but a close approximation or a related phrase clearly associated with your business name (or what the business does) will work if the name of your company is not available to register as a domain.

Having a proprietary domain name shows commitment to a professional online presence, something that you can’t get from using free web tools that don’t provide dedicated domain names. And using a domain name that resonates with your business name helps to reinforce your brand in customers’ minds.

Why get a domain before forming your business? Well, just like how you need to make sure the business name you want is available in Rhode Island ahead of filing paperwork, it’s important to know you’ve secured your ideal domain name before even starting a business website. Save yourself from the aggregation of finally finishing all your business formation work, only to learn someone else has registered the domain name you want in the meantime.

By the way, there’s one other big benefit to registering a domain name: when you do it, you get access to a professional business email address, which you can use for your company even before the website associated with that domain is live.

Tip: If you hire Northwest to help with forming your LLC, you also get a year of domain registration and business email for free.

The third step (and the final one before your Rhode Island LLC is officially formed) is submitting Rhode Island Articles of Organization and a $156 fee to the Department of State.

You’ll need to supply some information about your business when filing the Articles of Organization. Make sure it’s all correct, otherwise your paperwork will be rejected and you’ll have to start the filing over again. Here’s the information you’ll need to provide:

Bear in mind, this information all becomes public record once your Articles of Organization are approved.

How do you file the Rhode Island Articles of Organization?

Rhode Island lets applicants submit Articles of Organization online, by mail, or in person. You’ll need to pay a $6 “enhanced access fee” to file online. Whichever way you choose to file, the state will process your paperwork within 3-4 business days of receipt.

Mail and in-person:
Division of Business Services
148 W. River Street
Providence, Rhode Island 02904-2615

Online:
Business Services Online Filing System

Congratulations, your LLC is formed! But there’s still a few things you need to do before you’re completely done.

You’ve filed all your state documents, but there’s another really important document to take care of: an operating agreement for your LLC. Operating agreements are internal documents—you don’t have to file them with the state—that act as the road map to how an LLC will function and handle important situations. A good operating agreement will include important information like the amount invested by each member, the ways member voting will work, even how to dissolve the business should that eventually need to happen.

There’s no statutory requirement for a Rhode Island LLC to have an operating agreement, but it’s still a good idea even if it isn’t mandatory. An operating agreement provides guidelines for keeping your business operating correctly, and it helps maintain the LLC’s liability protection. One is also usually needed to open a business bank account. And if you don’t have an operating agreement, your LLC will instead be subject to Rhode Island’s default LLC rules.

Tip: We provide a free attorney-drafted initial Rhode Island operating agreement template for your use.

An EIN (Employer Identification Number) is a number the IRS uses to identify a business on tax forms. Think of it as a social security number for businesses instead of people. EINs are mandatory for any LLCs with multiple members or employees, but even a single-member LLC with an owner doing all the work should probably get one, since banks need an EIN to open business accounts. Plus, without an EIN, you’ll instead have have to use your personal SSN for some kinds of business transactions and operations—and do you really want to give your SSN out freely?

You can apply for an EIN for free directly from the IRS online, or we can get an EIN for you for a small fee.

Your LLC should have a bank account of its own. If your own personal funds get mixed up with the LLC’s, you risk losing its liability protection and being held personally responsible for damages against the LLC. So to help keep those funds separated, it’s a very good idea to have a business bank account.

When you go to open your LLC’s bank account, you’ll probably need to bring the following things:

• your Rhode Island LLC Articles of Organization (a copy is fine)
• your LLC’s operating agreement
• your LLC’s EIN

If your LLC has more than one member, you may also need an LLC Resolution to Open a Bank Account.

Rhode Island LLCs are required to file an annual report every year. The report provides the state with up-to-date contact information for your business, and provides notification if your LLC’s ownership has changed. The Rhode Island Annual Report is due between first of February and the first of May, and requires a $50 filing fee.

Tip: Don’t feel like doing your report filings? Let us file your Rhode Island annual report for you.

Lastly, there’s a federal filing required for most LLCs called the Beneficial Ownership Information (BOI) Report. This report to the the Financial Crimes Enforcement Network provides information identifying your LLC’s beneficial owners and the company applicant who filed its formation paperwork. You can file this report on your own, or let us handle it for a fee.

*This is informational commentary, not advice. This information is intended strictly for informational purposes and does not constitute legal advice or a substitute for legal counsel. This information is not intended to create, nor does your receipt, viewing, or use of it constitute, an attorney-client relationship. More information is available in our Terms of Service.