How to Form an LLC in Rhode Island: Steps & Cost (2026)
You form a Rhode Island LLC by filing Articles of Organization (Form 400) with the Rhode Island Department of State and paying the $150 filing fee. File online or by mail. You must appoint a Rhode Island resident agent, file a $50 annual report each year, and pay a $400 annual minimum tax to the RI Division of Taxation.
Quick Answer
- Form
- Articles of Organization, Form 400
- Filing fee
- $150 (2026), to the RI Department of State
- Agency
- Rhode Island Department of State - Business Services Division
- Resident agent
- Required - physical Rhode Island address, must consent
- Ongoing
- $50 annual report (Feb 1–May 1) + $400 annual minimum tax
- Sales tax
- 7% state rate (Division of Taxation)
Rhode Island Agency and Form: Department of State, Form 400
A Rhode Island LLC is created by filing Articles of Organization with the Rhode Island Department of State (the Secretary of State's office), Business Services Division. The correct document for a domestic limited liability company is Form 400. Filing this form - and the Department of State's acceptance of it - is the legal act that brings the LLC into existence under the Rhode Island Limited Liability Company Act.
Form 400 asks for the LLC's name, its principal office address, the resident agent and resident office, whether the LLC is member-managed or manager-managed, the character of business, and the organizer. The name must contain an LLC designator (such as "LLC," "L.L.C.," or "Limited Liability Company") and be distinguishable in the Department of State's records from existing entity names. You can search existing names and file online through the Department of State business portal, which is the fastest route; mail filing is also accepted. This guide covers the Rhode Island process; for the national overview see how to form an LLC and what an LLC is.
How to Form a Rhode Island LLC, Step by Step
Forming a Rhode Island LLC is a five-step process centered on Form 400. Each step below corresponds to a requirement of the Rhode Island Limited Liability Company Act or a federal tax rule.
- Choose and check your LLC name. Select a name that includes an LLC designator and is distinguishable from names already on file. Verify availability in the Department of State business search. If you are not ready to file, you may reserve the name for a fee. Confirm the name does not infringe a federal trademark.
- Appoint a Rhode Island resident agent. Every Rhode Island LLC must designate a resident agent with a physical Rhode Island street address (the resident office). The agent must consent to the appointment. See whether you need a registered agent.
- File the Articles of Organization (Form 400). Submit Form 400 to the Department of State and pay the $150 filing fee, online or by mail. Once the Department of State accepts it, your LLC legally exists. Compare the total in our Rhode Island LLC cost breakdown.
- Adopt an operating agreement. Rhode Island does not file or require you to submit an operating agreement, but one is strongly recommended to set ownership percentages, management structure, voting, and profit distribution. See operating agreements for what to include, especially for a single-member LLC.
- Get an EIN and register for taxes. Apply for a free federal EIN from the IRS - see how to get an EIN for an LLC - then register with the RI Division of Taxation for sales tax, the annual minimum tax, and any withholding.
After these steps, open a business bank account (banks generally ask for the filed Articles of Organization and the EIN) and keep your resident agent, annual report, and minimum tax current every year.
Rhode Island LLC Filing Fees (2026)
The core cost of a Rhode Island LLC is the $150 Articles of Organization fee. The table below lists the state fees most new LLCs encounter, each verified against the Rhode Island Department of State fee schedule or the Division of Taxation. Amounts are effective for 2026 and are set by the state, not by any filing service.
| Item | Form | Fee (2026) | Agency |
|---|---|---|---|
| Articles of Organization (create the LLC) | Form 400 | $150 | Department of State |
| Annual report | Annual report form | $50 | Department of State |
| Annual minimum tax (LLC) | RI-1065 / entity return | $400 | Division of Taxation |
| Sales tax permit | Business application | See Division of Taxation | Division of Taxation |
| Federal EIN | IRS Form SS-4 | $0 (free) | IRS |
Because copy, expedite, name reservation, and change-of-agent fees change, confirm the current amount on the Department of State costs and fees page before you file. The $400 annual minimum tax is a distinctive Rhode Island cost - it applies to LLCs regardless of income. See our full how much an LLC costs comparison for context.
Rhode Island Resident Agent Requirement
A Rhode Island resident agent is the person or entity your LLC designates to receive service of process, tax notices, and official state correspondence. Rhode Island uses the term resident agent for what many states call a registered agent. The Rhode Island Limited Liability Company Act requires every domestic LLC to designate and continuously maintain a resident agent and a resident office in the state. You name the initial agent directly on Form 400.
The agent must have a physical Rhode Island street address - a post office box alone does not satisfy the resident office requirement - and must consent to serve. You may act as your own resident agent, name a member or manager, or hire a commercial resident agent service. To change agents later, file a statement of change of resident agent with the Department of State; confirm the current fee on the costs and fees page. Failing to maintain a resident agent, or missing annual reports, can lead the Department of State to revoke the LLC's authority to do business. See Rhode Island resident agent requirements and the national registered agent overview.
Annual Report, Minimum Tax, and Ongoing Compliance
Rhode Island LLCs have two distinct annual obligations. First, an annual report is filed with the Department of State between February 1 and May 1 each year for a $50 fee; it confirms the LLC's address, resident agent, and management. Second, Rhode Island imposes a $400 annual minimum tax on LLCs, filed with the RI Division of Taxation - this tax is owed each year whether or not the LLC turns a profit and is reported on the entity's Rhode Island return.
These are separate filings with separate agencies, and missing either can jeopardize the LLC. Failure to file the annual report can result in revocation, while unpaid minimum tax accrues penalties and interest with the Division of Taxation. Track the exact steps and deadline in our Rhode Island annual report guide.
EIN, Sales Tax, and Licenses
A federal Employer Identification Number (EIN) is issued free by the IRS and is used to open a bank account, hire employees, and file taxes. By default, the IRS treats a single-member LLC as a disregarded entity (taxed on the owner's return) and a multi-member LLC as a partnership; either can elect corporate or S-corporation treatment by filing IRS Form 2553. Most Rhode Island LLCs need an EIN, and one is required if the LLC has more than one member or any employees.
If your LLC sells taxable goods or certain services in Rhode Island, you must register for a sales tax permit with the Division of Taxation and collect the 7% state sales tax. Rhode Island has no single general statewide business license, but many cities and regulated professions require their own permits, so check business license requirements for your activity. Learn the basics of how to file business taxes for your LLC.
Penalties for Missing Rhode Island Requirements
Missing Rhode Island requirements carries real consequences. If an LLC fails to file its annual report during the February 1 to May 1 window, the Department of State can revoke the LLC's authority to transact business, after which the entity must be reinstated by filing the delinquent report and paying the required fees. Unpaid $400 minimum tax accrues penalties and interest with the Division of Taxation and must be resolved to obtain a letter of good standing.
Separately, if an LLC does not maintain a resident agent and resident office, the state may begin revocation after notice. Keeping your resident agent, annual report, and minimum tax current is the simplest way to avoid these outcomes and preserve the liability protection the LLC provides.
Closing a Rhode Island LLC
To close a Rhode Island LLC properly, you wind up the business, settle debts, pay outstanding taxes including the minimum tax, obtain a letter of good standing from the Division of Taxation, and file Articles of Dissolution with the Department of State. Simply abandoning the LLC leaves the annual report and minimum tax obligations running. See how to dissolve an LLC in Rhode Island and the national dissolution overview for the full wind-up steps.
Frequently Asked Questions
How much does it cost to start an LLC in Rhode Island?
The state filing fee for the Articles of Organization (Form 400) is $150, paid to the Rhode Island Department of State. Ongoing costs include a $50 annual report and a $400 annual minimum tax to the Division of Taxation. See Rhode Island LLC cost.
What form do I file to create a Rhode Island LLC?
Form 400, the Articles of Organization, filed with the Rhode Island Department of State, Business Services Division, online or by mail with the $150 fee.
Does a Rhode Island LLC need a resident agent?
Yes. Every Rhode Island LLC must continuously maintain a resident agent with a physical Rhode Island address. Rhode Island uses "resident agent" for what many states call a registered agent, and the agent must consent.
What is the Rhode Island LLC annual minimum tax?
Rhode Island imposes a $400 annual minimum tax on LLCs, filed with the Division of Taxation. It is owed each year whether or not the LLC makes a profit, and it is separate from the $50 annual report filed with the Department of State.
When is the Rhode Island annual report due?
Between February 1 and May 1 each year, filed with the Department of State for a $50 fee. Missing the window can lead to revocation of the LLC.
Does a Rhode Island LLC pay sales tax?
If your LLC sells taxable goods or certain services, you must register for a sales tax permit with the Division of Taxation and collect the 7% state sales tax. LLC income also passes through to the members' returns by default.
Related
- How to form an LLC (cluster hub)
- Rhode Island resident agent requirements
- How much does a Rhode Island LLC cost?
- Rhode Island annual report
- How to get an EIN
- How to dissolve an LLC in Rhode Island
- How to form an LLC in Massachusetts (sibling)
- How to form an LLC in Connecticut (sibling)
- What are Articles of Organization?
Sources
- Rhode Island Department of State - Business Services Division (Articles of Organization, Form 400, resident agent).
- Rhode Island Department of State - Costs and Fees ($150 Articles of Organization; $50 annual report).
- Rhode Island Department of State - Business Basics (annual report window; name requirements).
- Rhode Island Division of Taxation - Division of Taxation ($400 annual minimum tax on LLCs).
- Rhode Island Division of Taxation - Sales & Use Tax (7% state sales tax; permit).
- Rhode Island Division of Taxation - Business Tax Forms (entity minimum tax filing).
- Rhode Island General Laws - Title 7, Chapter 16, The Rhode Island Limited Liability Company Act.
- Rhode Island General Laws - § 7-16-9, Registered agent for service of process (resident agent requirement).
- IRS - Limited Liability Company (LLC) (federal default classification).
- IRS - Get an Employer Identification Number (free EIN).
- IRS - Single Member Limited Liability Companies (disregarded entity default).
- IRS - About Form 2553, Election by a Small Business Corporation (S-corp election).
LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and deadlines change; verify current requirements with the Rhode Island Department of State and RI Division of Taxation before acting.