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The Limited Liability Company (LLC) is a smart entity choice for many start-up businesses. The LLC provides personal liability protection and has the potential to save money on taxes. With a little research, you can learn how to form an LLC in Rhode Island without an attorney.
Unlike a sole proprietorship or partnership where the small business owner can be personally liable for lawsuits against the business, the LLC is a separate legal structure, protecting for the business owner’s personal assets.
Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration and management flexibility.
Forming an LLC in Rhode Island can be both affordable and is simple enough for most people to start on their own. That said, it’s not a bad idea to have a legal professional like While the filing is pretty straightforward, it’s nice to have some support if you have questions, alerts when the annual report is due, forms like operating agreements, banking resolutions and more. There are companies like IncFile or ZenBusiness and others that do all of this for as little as $49.
To form a Limited Liability Company in Rhode Island, file the Articles of Organization with the Rhode Island Secretary of State. The LLC filing fee is $150.
Approval for the LLC is typically just a few business days when filing by mail or online while walk-in applications are approved in a few hours.
If you have questions, contact the Rhode Island Secretary of State.
HOW TO FILE THE ARTICLES OF ORGANIZATION AND FORM A RHODE ISLAND LLC
The steps for filing online or by mail are largely the same. The screenshots show how to file online.
- Begin by visiting the Rhode Island Secretary of State’s website and select “File New Business Entity”.
- On the next page, under “Domestic Limited Liability Company”, select “Articles of Organization”
Article I – LLC Name
Enter the name you want for the Limited Liability Company. The name of the LLC also has to differ from other entity names registered with the Secretary of State. Before filing check on available LLC names in Rhode Island to be sure the one you want is available.
The name of the LLC must also include a designator at the end of the business name. A designator describes the type of business entity. Available designators include:
- Limited Liability Company
A comma may be used after the business name and before the designator. “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.
Article II – Resident Agent
To have an LLC in Rhode Island, a Resident Agent (called a Registered Agent in most states) must be identified. The Resident Agent can either be a resident of Rhode Island or a Resident Agent service. The Registered Agent must have a physical address in the state (PO Boxes are not allowed) and act as a point of contact to receive legal documents, tax notices, summons, subpoenas, etc on behalf of the LLC.
Even though the business owner can be the registered agent, their name and address become public record and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when they are doing business from home.
Article III – 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 is a confusing point. One of the great benefits to 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 Article 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.
Take note that for single-member LLCs, the IRS will automatically select the disregarded entity status and a multi-member LLC will automatically be taxed as a partnership.
Article IV – 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 physical address of the LLC 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 PO Box.
Article V – LLC Purpose & Duration
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.
Article VI -Additional Provisions
This is an optional section and not used by most LLCs. Here you would include additional rules for the operation of the LLC.
Article VII – 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 members to run the LLC, similar to a CEO of a corporation.
Most LLCs are member-managed.
Select the way your LLC is managed and enter the names and address for any managers of the LLC. Member’s names do not go in this section.
Article VIII – Effective Date
If you want the LLC to start immediately, leave the field blank. If you want to LLC to start later, 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. By delaying until the following year they will reduce the number of end-of-year filings.
Filer’s Contact Information
Wrapping up the filing, enter the filer’s contact information and their electronic signature.
Review that all the information is correct. If there are no corrections, click “Accept”
Pay and File
Pay and file the Articles of Organization.
If you are filing online, expect the LLC to be approved in about 2 days.
That concludes the basics of forming an LLC in Rhode Island. Remember, even though you can do it yourself, there is more to an LLC than just the filing. If you have questions, work with an attorney or a specialized entity formation company such as IncFile or ZenBusiness to make sure everything is done correctly.
While not required, an Operating Agreement is recommended in many cases. An Operating Agreement is a legal document outlining the roles and responsibilities for the members of the LLC. Read more about when an LLC needs an Operating Agreement.
After filing the LLC, be sure to register for an Employer Identification Number (EIN) with the Internal Revenue Service (IRS). The EIN is basically a social security number for a business and will be needed before opening a business bank account. There is no cost to apply, and it takes about 5 minutes to get. See how to apply for an EIN.
Last, before starting a business in Rhode Island, you may still need to apply for business licenses, sales tax permits, self-employment taxes and more in Rhode Island. See the Guide to Starting a Business in Rhode Island for more information.