The first step in forming a Rhode Island Limited Liability Company is to make sure the name you want is available.  

It’s critical to do a name search before registering an LLC name, as the name of each LLC must be distinguishable from other entity names registered in the state of Rhode Island. The Rhode Island Secretary of State makes it easy to search and verify if your LLC name is available.  Here is more information on how to do a Rhode Island LLC name search. 

In addition to the name being unique, the entity designator (identifier used at the end of the business name) must be either:
Limited Liability Company
L.L.C.
LLC

A comma may be used after the business name and before the designator.  “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.

If there is a name you want to use, but you are not ready to register the LLC, the Application for Reservation of Entity Name can be filed with the Department of State – Business Services Division and will hold a name for up to 120 days.

Before settling on a name, you may want to see if a domain name is also available in order to match your business name and website address.

Every LLC in Rhode Island is required to have a Resident Agent (commonly referred to as a Registered Agent in other states). A Resident Agent will act as a central point of contact to receive legal documents, tax notices, summons, subpoenas, etc., on behalf of the LLC.

The basic requirements to be a Resident Agent in Rhode Island include:
– The agent must be a Rhode Island resident at least 18 years of age or a commercial Registered Agent service with a registered office in the state.
– The agent must have a physical address in the state (PO Boxes aren’t allowed).
– The agent must generally be available during normal business hours at the address provided to receive service of process.

Learn more about the requirements for a Registered Agent in Rhode Island.

Any individual meeting the requirements can be the agent; however, the agent’s name and address become public record, and with that comes a loss of privacy. Making their business matters private is more important for some entrepreneurs, especially when doing business from home or while still employed.  Hiring a commercial Registered Agent service like Northwest Registered Agent will help keep the owner’s names from being publicly listed.

The paperwork to officially create an LLC in Rhode Island is called the Articles of Organization. To submit the paperwork, either file online through the Rhode Island Secretary of State’s website or download and mail the Articles of Organization (Form 400).

Related: How to fill out the Rhode Island Articles of Organization

When filling out the Articles of Organization, a few sections and terms can be confusing. Let’s go over a few of these sections to help get your LLC started right.

LLC Tax Status – In this article, you will declare the tax status of the LLC.  Here there are options for partnership, corporation, or disregarded, and can be confusing to answer.  One of the great benefits of having an LLC is the tax flexibility, and you can elect to have it taxed like a partnership, corporation, or disregarded entity (sole proprietorship).  You are still filing as an LLC but electing how the entity is taxed.

This section doesn’t actually make the election.  That will be done when filing the EIN with the Internal Revenue Service (IRS).  We have a guide to filing an EIN for a Rhode Island LLC.  It only takes about 5 minutes and doesn’t cost you anything.

Note that the IRS will automatically select the disregarded entity status for single-member LLCs, and a multi-member LLC will automatically be taxed as a partnership.

Principal Office Address – In this section, enter the street address, city, state, and zip code of the initial principal office.  This address can be the LLC’s physical address, or it can be the address where the business records are stored.  This address can be anywhere in the world; however, you may not use a Post Office Box.

Purpose – You can elect to have the business purpose of the LLC be open-ended with the generic text of “The limited liability company has the purpose of engaging in any lawful business.”  The business purpose just refers to the business activities of the LLC.  If a more specified purpose is desired, it can be entered in Article VI.

Duration – In this section, you can indicate how long the LLC will remain in existence.  Most LLCs will choose a Perpetual duration; however, some businesses (usually investment-related) will have a specific closure date.  If you have a specific end date in mind (typically used for investment-related businesses), choose a dissolution date.

LLC Management – This section asks if the LLC is Member-Managed or Manager-Managed.
– Member-Managed LLCs have an active involvement in the management of the LLC.
– Manager-Managed LLCs are hired by the LLC members to run the LLC, similar to a CEO of a corporation.

Most LLCs are member-managed.

Effective Date – If you want the LLC to start immediately, leave the field blank.  If you want to start the LLC at a later date, enter a date less than 30 days in the future to start.  The main reason for delaying the LLC start date is when the filing is being done close to the end of a calendar year, and the business isn’t going to have any activity until the start of the year.  You can eliminate the need to file a partial-year business tax return by delaying the start date until the following year.