How to Form an LLC
in Rhode Island

Rhode Island charges a $150 Articles of Organization (Form 400) filing fee under R.I. Gen. Laws § 7-16-6, filed online through the Secretary of State's Business Services Division at business.sos.ri.gov. Eleet AI charges $299 all-inclusive — that covers the $150 state fee, Articles of Organization preparation, filing through the SOS Business Portal, and first-year RI resident agent service. National services commonly advertise RI formation at $0–$149 service fee then add the $150 state fee, a mandatory resident agent ($100–$299/yr), and various upsells, pushing the realistic first-year total to $275–$500+. RI's $150 filing sits mid-pack in the US — below MA $500 (same-region highest), TX $300, NY $200 + publication, IL $150+ — above cheapest-tier states (MT $35, KY $40, AR $45, CO $50, MI $50, MS $50, NM $50). Rhode Island is NOT a cheap ongoing compliance state: in addition to $50/yr Annual Report, most RI LLCs owe a $400 annual minimum corporate tax under § 44-11-2(e) (disclosed in detail below) — a critical cost national services bury.

Yes — two separate recurring state charges: (1) a $50 Annual Report filed online under R.I. Gen. Laws § 7-16-66, due between February 1 and May 1 each year (a fixed calendar window for all RI LLCs regardless of formation month), with a $25 late fee after May 1 ($75 total); failure to file two consecutive annual reports results in revocation under § 7-16-70, with a $50 reinstatement fee plus back annual reports. (2) For most RI LLCs, a $400 annual minimum corporate tax under R.I. Gen. Laws § 44-11-2(e) filed with the RI Division of Taxation on Form RI-1065 (partnership-taxed multi-member LLCs and single-member LLCs electing corporate treatment) or Form RI-1120C (C-corp elected LLCs) by the 15th day of the 4th month after fiscal year end (April 15 for calendar-year LLCs). The $400 minimum is owed EVEN ON ZERO INCOME for the life of the entity. Practical effect: a typical multi-member RI LLC owes $450/yr state compliance ($50 annual report + $400 minimum corporate tax) even in a loss year. Single-member disregarded LLCs passed through to an individual owner on Schedule C are generally NOT subject to the $400 minimum — the pass-through income is taxed on the owner's personal RI-1040 under the 3.75%/4.75%/5.99% bracket schedule. 10-year RI state compliance for a typical multi-member RI LLC = $150 formation + 9 × ($50 + $400) = $4,200, comparable to MA $5,000, higher than most US states. This is among the highest ongoing LLC state costs in the US and is the #1 reason founders with no RI operational nexus should form elsewhere.

The $400 annual minimum corporate tax under R.I. Gen. Laws § 44-11-2(e) is the single most-missed recurring cost of forming a Rhode Island LLC and national formation services almost universally fail to disclose it upfront. Here are the rules in plain language: (A) A single-member LLC treated as a disregarded entity for federal tax purposes (the default for a single-member LLC that has not elected corporate treatment on IRS Form 8832 / 2553) is generally NOT subject to the $400 minimum — the LLC's income flows through to the individual owner's Schedule C and is taxed on the personal RI-1040. (B) A multi-member LLC treated as a partnership for federal tax purposes (the default for multi-member LLCs that have not elected corporate treatment) IS subject to the $400 minimum, reported on RI Form RI-1065 as the minimum annual tax due even if the LLC has zero or negative taxable income. (C) Any LLC that has elected to be taxed as a C-corporation (Form 8832) or S-corporation (Form 2553) IS subject to the $400 minimum on RI Form RI-1120C or RI-1120S regardless of membership count. (D) The $400 minimum runs until the LLC is formally dissolved and a final return is filed — dormant / "shelf" RI LLCs accrue $400 + $50 = $450/yr until properly wound up. Combined with the $50 annual report, the typical RI multi-member LLC owes $450/yr to the state. For a founder choosing between RI formation and registering as a foreign LLC in RI (e.g., a Delaware LLC operating in RI), the foreign-qualified DE LLC would also owe the $400 RI minimum because R.I. Gen. Laws § 44-11-1 defines "corporation" to include foreign entities doing business in RI. Net upshot: if you are a multi-member LLC or plan a C/S corp tax election, build the $400/yr into your cost model before forming in RI. If your operations are genuinely in another state, foreign-qualify there instead.

Rhode Island has a 3-bracket progressive personal income tax under R.I. Gen. Laws § 44-30-2.6: 3.75% on taxable income up to $79,900 (2025), 4.75% on income between $79,900 and $181,650, and 5.99% flat on income above $181,650 (single and joint rates identical — RI is one of few US states without separate rate schedules for single vs. married filers). For a RI-resident single-member disregarded LLC with $150K pass-through income, state tax is roughly $6,200 — higher than a low-tax state like TN/TX/FL (zero), IN 3.0% flat, PA 3.07% flat, UT 4.85% flat, but lower than CA 13.3% top, OR 9.9% top, MN 9.85% top, NY 10.9% top, NJ 10.75% top. Corporate income tax on C-corp elected LLCs is a 7% flat rate under § 44-11-2 with the $400 annual minimum described above. RI does NOT impose an LLC-specific franchise tax beyond the $400 minimum corporate tax. Pass-through entity (PTE) tax election under R.I. Gen. Laws § 44-11-2.3 (enacted 2019) lets partnership-taxed LLCs and S-corps pay RI tax at the entity level at the applicable rate as a federal SALT-cap workaround — the election is beneficial for LLC members who itemize and hit the $10K federal SALT cap; election is annual on Form RI-PTE.

No. Rhode Island does NOT authorize Series LLCs. The Rhode Island Limited Liability Company Act (R.I. Gen. Laws Chapter 7-16) was enacted 1992 and modernized via 2021 amendments, but has never included series authorization. If you need an internal-series structure for real-estate investing, fund management, or asset-segregation without filing multiple separate LLCs, form a parent LLC in a series-authorizing state (Delaware 1996, Illinois, Texas, Iowa, Nevada, Oklahoma, Tennessee, Utah, Alabama, Virginia, Wyoming, Kentucky, Wisconsin, Indiana, Missouri, North Dakota, Puerto Rico, among ~18 series-LLC jurisdictions) and then foreign-qualify that series LLC in Rhode Island if you have RI nexus. Foreign qualification in RI requires filing an Application for Registration of Foreign Limited Liability Company (Form 450) and $150 fee, plus the $400 annual minimum corporate tax on the foreign LLC. For most founders without a specific need for series structure, a traditional multi-entity architecture (separate LLCs per asset) works fine in RI — but the $400 minimum per LLC adds up fast, so the cost-benefit rarely favors multi-LLC structures for RI-only founders.

Yes — if your operations serve the Quonset Point + Naval Station Newport defense cluster, RI is the natural formation state despite the $400 minimum corporate tax. General Dynamics Electric Boat (GDEB) operates the Quonset Point modular submarine construction facility in North Kingstown (Washington County), employing ~4,000 workers. Quonset Point builds large hull modules for Virginia-class fast attack submarines and Columbia-class ballistic missile submarines, which are then barged to GDEB's Groton, Connecticut final-assembly yard. Electric Boat is the sole prime contractor for US Navy submarines (alongside Newport News Shipbuilding), and the Virginia + Columbia programs represent $100B+ in US Navy shipbuilding through the 2030s. The Tier-1 / Tier-2 supplier ecosystem supporting GDEB Quonset includes hundreds of LLCs in machine shops, welding, cleared-contractor engineering services, nuclear-rated valve/pump/flange manufacturers, sonar + combat systems integration, missile launcher subsystems, and shipboard electrical contractors. Naval Station Newport (Newport County) hosts the US Naval War College (~2,000 students including foreign military officers), Naval Undersea Warfare Center (NUWC Newport Division, ~4,000 civilian scientists + engineers — the Navy's primary undersea weapons + undersea warfare R&D center), Naval Academy Preparatory School, Surface Warfare Officers School, and Officer Candidate School. NUWC Newport research areas include torpedoes (Mk 48 heavyweight torpedo), unmanned undersea vehicles (UUVs), sonar, undersea ranges (AUTEC Andros Island, Bahamas, run from Newport), and submarine combat systems. Cleared-contractor LLCs supporting NUWC: Applied Physical Sciences, RTX (Raytheon Integrated Defense Systems Portsmouth), Leidos, Booz Allen Hamilton, L3Harris, CACI, Lockheed Martin MST, General Dynamics Mission Systems, Northrop Grumman, SAIC, and dozens of small-business SBIR/STTR performers. Quonset Business Park (North Kingstown) hosts 200+ companies and Quonset State Airport. For a submarine supplier, cleared-contractor, or NUWC subcontracting LLC, RI formation at Quonset or Middletown puts you in the center of the ecosystem.

Standard online processing through the RI Secretary of State Business Services Division at business.sos.ri.gov is typically same-day to 2 business days for fully-complete filings, with most filings clearing within 1 business day. Paper filings accepted by mail take 5–10 business days. Rhode Island does NOT offer a paid expedite tier because online processing is already fast enough that expedite is unnecessary — the online portal processes filings in near-real-time once submitted and paid. This puts RI in the fastest US processing tier alongside OR same-day, ID 1 day, MT same-day, CO 1–2 days, faster than NY 2–4 weeks, MA 5–10 days, PA 7–10 days, TX 10–12 business days. Eleet AI's standard RI filing submits through business.sos.ri.gov same-business-day and typically delivers filed Articles of Organization within 1–2 business days.

Yes. Under R.I. Gen. Laws § 7-16-10, every Rhode Island LLC must designate and continuously maintain a "resident agent" (Rhode Island quirk — RI uses "resident agent" like Michigan, Maryland, Massachusetts; the role is identical to "registered agent" in other states and "statutory agent" in Arizona/Ohio). The resident agent must have a physical Rhode Island street address — no P.O. boxes, no private mailbox services (UPS Store / PostNet addresses do not qualify), no virtual-only addresses — and must be available during normal business hours to accept service of process and official state correspondence. You can serve as your own resident agent only if you personally have a Rhode Island street address where you are available during business hours. If you do not live in Rhode Island, you MUST use a commercial resident agent with a RI physical address. Commercial resident agent services typically cost $100–$299 per year when purchased separately. Eleet AI includes first-year Rhode Island resident agent service free with every RI LLC formation, then $100/yr after — the same flat rate we charge in all 50 states.

No to both. Rhode Island has NO newspaper publication requirement (unlike New York § 206, Arizona § 29-3201(I), Nebraska, Pennsylvania). You do not need to publish your LLC formation in any RI newspaper. Rhode Island also has NO separate initial report filing requirement — the Articles of Organization itself includes all initial disclosures, so there is no second-step document due 30/60/90/120 days after formation (unlike Louisiana La. R.S. 12:1305, Washington RCW 25.15.073, Alaska AS 10.50.071). Rhode Island's ONLY state-level formation-timeline filings are: (1) the one-time $150 Articles of Organization (Form 400) at formation, and (2) the $50 Annual Report due every year between February 1 and May 1 starting the year AFTER formation, and (3) the $400 annual minimum corporate tax on Form RI-1065/RI-1120C for most multi-member or corporate-elected LLCs (due April 15 for calendar-year filers). FinCEN Beneficial Ownership Information (BOI) reporting is a separate FEDERAL filing required of all US LLCs within 30 days of formation, filed free at fincen.gov/boi — this applies regardless of state.

Rhode Island imposes a 7% state sales tax under R.I. Gen. Laws § 44-18-18 — tied with Indiana, Mississippi, New Jersey, Tennessee as the 2nd highest statewide flat sales tax rate in the US (only California's 7.25% state portion is higher). Unlike most states, RI does NOT permit local sales tax add-ons — the 7% rate is uniform across all 39 cities and towns. RI is a member of the Streamlined Sales and Use Tax Agreement (SSUTA), so out-of-state remote sellers meeting Wayfair (138 S. Ct. 2080, 2018) economic nexus thresholds ($100K in RI sales or 200 separate RI transactions per calendar year) must register and collect. Register via the RI Division of Taxation Taxpayer Portal at tax.ri.gov — the "RI-BAR" Business Application and Registration form covers sales tax permit, employer withholding, meals and beverage tax (1% additional on prepared food sold in RI restaurants), and unemployment insurance registration. RI provides a sales tax exemption for clothing under $250 per item (R.I. Gen. Laws § 44-18-30(30) — unusual among the 45 sales-tax states), but taxes most groceries unless purchased with SNAP/WIC benefits. Meals and beverage tax is an additional 1% on prepared food served in RI restaurants (Providence has an additional 1% local meals tax for a combined 9%). RI also imposes a hotel tax (7% on lodging), real estate conveyance tax ($2.30 per $500 of consideration), and motor vehicle sales tax (7% at point of sale, no separate vehicle excise tax as of 2022 after full phase-out under Gov. McKee's budget).