The first step in filling out the Rhode Island Operating Agreement is to pick a business name.

There are a couple of requirements when choosing a Rhode Island LLC name.

1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Rhode Island. You can verify name availability by doing a Rhode Island LLC name search with the Rhode Island Secretary of State to be sure the LLC name is available.

2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
Limited Liability Company
L.L.C.
LLC

Enter the LLC name including the identifier to continue. If you choose a name that is taken, the Secretary of State will return your application.

One requirement to have an LLC in Rhode Island is to appoint a Rhode Island Resident Agent (called a Registered Agent in many states). The Resident Agent is a party that is located in the state of Rhode Island that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC. The address of the registered office must be a physical street address, as a PO Box isn’t allowed.

Provided the LLC member lives in the state of Rhode Island and is generally available during business hours, they may act as the Resident Agent. Additionally, any adult resident of the state, attorney or accountant in the state, or Resident Agent service can also act as the Resident Agent.

Related: Should you be the Resident Agent?

In this section, you will declare the federal tax status of the LLC. 

You have the 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. You can elect to have the LLC taxed like a partnership, corporation, or disregarded entity (sole proprietorship) and you are able to change it.  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.

If you aren’t sure which one to pick, be sure to talk first with an accountant or entity formation service.

The address of the principal place of business may be, but is not required to be, the actual place of the business. It can also be the main location where the business records are kept.

A physical address in the state of Rhode Island must be used for the principal place of business as P.O. Boxes are not acceptable.

There is nothing to do in this step as the state has provided the business purpose statement (what the business will do) as “The limited liability company has the purpose of engaging in any lawful business, unless a more limited purpose is set forth in Article VI of these Articles of Organization.”

Next, you are able to choose whether the LLC will have a perpetual existence or will close on a certain date. In this section, you can indicate how long the LLC will remain in existence.  Most LLCs will choose a perpetual (indefinite) existence; however, some businesses (usually investment-related) will have a specific closure date in mind.

This is an optional section. Should there be any additional information regarding the governance of the LLC (such as the business purpose from above), include those statements in this section.

The next step provides information regarding whether the LLC is Manager-Managed or Member-Managed.

A Member-Managed LLC is involved with the day-to-day operations of the business. Many LLCs are operated and run by the owner, in which case would be Member-Managed.

A Manager-Managed LLC refers to a Limited Liability Company that hires a manager to run the business, similar to hiring a CEO of a corporation.

If the LLC is Member-Managed do not enter any names in the fields. Otherwise, include the names of the LLC Managers.

The effective date for an LLC is the first day of the entity’s existence. You have the option to choose an effective date (starting date) up to 90 days in the future. Some will delay the effective date (starting date) of the LLC if they aren’t ready to start the business, but want the filing out of the way. Others will delay the start date if the filing is being done at the end of a calendar year and don’t expect there to be any business activity, which eliminates filing a tax return.

By default, the effective date is the day the Secretary of State files the formation paperwork. Otherwise, enter a different start date.

On the last page, the filer will need to complete their name, address, email address, and phone number.

Be sure to use an email address that is checked frequently as the Secretary of State will send reminders such as the annual report to that address.

The name, address, and signature of an authorized person is needed to file the Articles of Organization.

Send the state filing fee and Articles of Organization to:
Rhode Island Secretary of State – Business Services Division
148 W. River Street, Ste. 1
Providence, RI 02904

Review the information you provided and if all looks good, click “Accept.”

Last, enter your payment information and submit the Articles of Organization to the Secretary of State.