Who should form an LLC in Rhode Island?
Anyone who lives in Rhode Island or runs their business from there. If you form in another state but operate in Rhode Island, you will usually have to register there as a foreign LLC anyway, paying both states' fees. See home state or another state.
How do you form an LLC in Rhode Island, step by step?
Choose and check the name
Search the state's business records and include "LLC", "L.L.C." or "Limited Liability Company" in the name.
Appoint a registered agent
A person or company with a physical street address in Rhode Island. See what a registered agent is.
File the Articles of Organization
Online through the Department of State's business portal, or by mail, using Form 400, with the $150 fee.
Get an EIN and sign an operating agreement
The EIN is free from the IRS. See LLC operating agreement.
Register for state taxes
Sales tax and payroll as needed. Then note the first yearly filing date.
What does Rhode Island require every year?
An annual report each year, $50, filed between February 1 and May 1, starting the year after formation. A late report carries a penalty, and an LLC that keeps missing reports can have its articles revoked.
Separately, Rhode Island's $400 minimum tax is paid each year to the Division of Taxation with the LLC's state return. It applies regardless of profit or activity, so an inactive LLC still owes it until the LLC is formally closed.
For deadlines, fees and late penalties in detail, see Rhode Island LLC yearly filings.
What do the first two years cost?
| Item | Cost |
|---|---|
| Articles of Organization | $150 |
| Minimum tax, each year | $400 |
| First annual report, February to May the following year | $50 |
Budget around $450 a year to keep a Rhode Island LLC, mostly the minimum tax. Close the LLC formally when it stops trading, or the tax continues.
Should you file it yourself or use a formation service?
Filing yourself costs only the state fee, and the Rhode Island filing is short enough for most owners to complete. A formation service saves time, can act as your registered agent and may send reminders for yearly filings, but compare total yearly costs: low headline prices are often paired with paid add-ons such as expedited filing, operating agreements or EIN applications, which you can do yourself free. Whichever you choose, keep the approved filing, the EIN letter and your operating agreement together. See how much an LLC costs.
Can a non-resident form an LLC in Rhode Island?
Yes. Rhode Island has no residency or citizenship requirement for an LLC's members or managers. You need a registered agent with a Rhode Island street address and an EIN; a foreign owner without a Social Security number applies for the EIN on Form SS-4. A single-member LLC owned by a foreign person files Form 5472 with a pro forma Form 1120 every year, even with no US income. See can a non-resident own a US LLC and annual filings for foreign-owned LLCs.
What happens if you miss a required report?
The state usually charges a late fee and marks the LLC as not in good standing, which can block a certificate of good standing, a bank account or a loan. If the filing stays overdue, the state can administratively dissolve the LLC, ending its liability protection and its claim to the name. Reinstatement means filing every missing report and paying the fees owed, so put the dates in your calendar. See reinstating a dissolved LLC.
Which Rhode Island taxes apply to an LLC?
Owners pay Rhode Island's graduated income tax on their share of profit, on top of the LLC's $400 minimum tax. The state sales tax is 7%, with no local sales taxes; register with the Division of Taxation if you sell taxable goods.
If you sell online, see Rhode Island sales tax for online sellers.
Federally, a Rhode Island LLC is taxed like any other LLC. See how LLCs are taxed. For a side-by-side view of state costs, see how much an LLC costs.
Want your Rhode Island LLC formed?
We file your Articles of Organization, arrange the registered agent and EIN, and keep track of every Rhode Island deadline for you.
Questions people ask
How much does it cost to form an LLC in Rhode Island?
$150 for the Articles of Organization.
When is the Rhode Island annual report due?
Between February 1 and May 1 each year, starting the year after formation, for $50.
Do Rhode Island LLCs pay a minimum tax?
Yes, $400 a year to the Division of Taxation, regardless of profit.
Does an inactive Rhode Island LLC owe the $400 tax?
Yes, until it is formally dissolved.
Sources
Every fee, date and rule on this page was taken from these official and primary sources.
- Rhode Island Department of State: Business services
- Rhode Island Division of Taxation
- Rhode Island General Laws section 44-11-2(e): minimum tax
- IRS: Get an employer identification number
- IRS: Employer identification number, including international applicants
Rules and fees change. If you are reading this long after October 1, 2026, confirm the figures with the source before you rely on them.
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This guide is general information. It is not tax or legal advice for your situation.