How To Start An LLC In Rhode Island

Starting a Limited Liability Company (LLC) in Rhode Island can be an attractive option for entrepreneurs looking to protect their personal assets while gaining the benefits of operating a business. But navigating what steps are needed can be daunting.  

That’s why it is important to understand the process before taking action and use professional help if needed. This article will guide you, outlining the necessary steps to establish an LLC in Rhode Island. It will cover everything from filing paperwork and paying fees to setting up a registered office and appointing managers.


What is LLC?


What are the advantages of an LLC?


What are the disadvantages of an LLC?

LLC Formation

What are the steps to starting an LLC?

Types of LLC

Which type of LLC is ideal for me?

LLC Taxes

What are my tax obligations?


What is the cost of forming an LLC?


How does LLC compare to other business entities?


What is an LLC?

An LLC, or Limited Liability Company, is a type of corporate structure that combines the limited liability benefits of a corporation with the operational flexibility afforded to a partnership. It is typically composed of members, referred to as its owners or “members,” who can be individuals, corporations, other LLCs, or any combination thereof. These members have varying degrees of authority and responsibility within the organization and are financially and legally liable for their actions (and those of their fellow members). 

So simply put, an LLC provides its members with limited personal liability from the business’s debts and obligations while still allowing them to control the management and operations of day-to-day business activities. There are generally two types of LLCs: member-managed and manager-managed. 

In a member-managed LLC, all members share responsibility for running the company. But, in a manager-managed LLC, only designated managers can serve that role, allowing more experienced professionals to handle operations while leaving ownership to others outside of business operations. 

Whichever type you choose, forming an LLC gives Sole Proprietors more protection when expanding into larger markets so they may add multiple owners while reducing their liabilities and providing tax flexibility.


The Advantages Of Forming An LLC In Rhode Island

Starting a business can be daunting, especially when you don’t know what type of business entity you should form. An LLC, or Limited Liability Company, is one of the most popular and preferred business entities among entrepreneurs. Here we’ll explore the advantages of forming an LLC in Rhode Island.

Limited personal liability

One of the main advantages of forming an LLC in Rhode Island is the limited personal liability it provides to its owners. This means that if your company gets sued or goes into debt, your personal assets, such as your home and car, will not be at risk. This type of protection can be invaluable for entrepreneurs who don’t want to put their personal assets at risk.

Less paperwork

Forming an LLC in Rhode Island also requires less paperwork than other business entities, such as corporations or partnerships. The necessary paperwork for creating an LLC is relatively straightforward to understand. This makes it easier for entrepreneurs to get started quickly without worrying about complex paperwork and filing requirements.

Tax advantages

The tax advantages associated with forming an LLC are also beneficial for entrepreneurs looking to save money on taxes. Unlike other entities, LLCs do not have to pay corporate taxes; profits are distributed directly to their owners, who pay income taxes on them as individuals rather than paying corporate taxes as a separate entity. This can result in significant tax savings depending on the size and nature of your business activities.

Ownership flexibility

Another advantage to forming a Rhode Island LLC is its flexibility regarding ownership structure and management responsibilities. With an LLC, owners can choose how they structure their business and manage its operations without adhering strictly to a rigid set of rules as with other entities, such as corporations or partnerships. 


Disadvantages Of Forming An LLC In Rhode Island

Limited liability companies, or LLCs, are popular for those starting businesses in Rhode Island. However, there are some notable disadvantages to forming an LLC in this state. From lack of creditor protection to complex tax filing requirements, understanding the drawbacks of forming an LLC is essential before making a decision. Let’s look at the four most common disadvantages of LLC formation in Rhode Island.

Lack of creditor protection

A major disadvantage of forming an LLC in Rhode Island is that creditors cannot be blocked from taking assets away from members if the company runs into financial difficulty or goes bankrupt. This means that personal assets can be at risk even if the company has its own assets available for use. It’s important to note that this risk exists regardless of whether you form a single-member or multi-member LLC.

Complex tax filing requirements

Finally, filing taxes as an LLC can be complicated and time-consuming due to the complexity involved in complying with state and federal regulations. As such, having assistance from a professional accountant or lawyer is often recommended when filing taxes as an LLC owner in Rhode Island. 

Additionally, since you will likely need to file separate taxes on behalf of your business entity and yourself as its owner, this can mean double (or even triple) the paperwork compared to other business entities, such as sole proprietorships or partnerships. 

No pass-through taxation benefit

Lastly, unlike other states that offer pass-through taxation benefits for those who form an LLC, this isn’t possible in Rhode Island unless it elects S corporation status with the IRS. 

This means that members will have to pay income tax on profits generated by their business entity regardless of how much money they take out from said entity after expenses are accounted for, which could potentially reduce profits significantly depending on your individual situation/income level and current tax rate.

LLC Formation

How To Form An LLC In Rhode Island?

Forming an LLC in Rhode Island is a great way to establish your business and protect your assets. An LLC, or limited liability company, gives you the privilege of personal asset protection and allows for flexible tax benefits. To get started, here are the steps you need to take:

  1. Choose a unique name for your business
  2. Choose a Registered Agent in Rhode Island
  3. File an Articles of Organization
  4. Create an Operating Agreement
  5. Apply for an EIN

Choose a unique name for your business

The first step in forming an LLC in Rhode Island is choosing an appropriate name. Your business name must be unique and not be confused with other existing LLCs. It is essential to include the phrase “Limited Liability Company” or one of its abbreviations, like “LLC” or “L.L.C.,” when selecting a business name to ensure that it is both legally and officially recognized. Additionally, your chosen LLC name must not include prohibited words like “bank,” “incorporated,” or “corporation.”

If you are having trouble finding a suitable business name, the Rhode Island Secretary of State offers an online search tool to check if your desired name is available. If the name you would like is already taken, you need to select a different name or add something to it that would make it distinguishable.

Once you have identified an appropriate business name, you can reserve your LLC’s name with the Rhode Island Secretary of State by filing an Application for Reservation of Name form. The cost is $50, preventing anyone else from registering the same name while you are forming your LLC. The application can be completed online and will last for 120 days.


If you operate under a name different from your legal LLC name, you may be required to file for a DBA (“doing business as”). This will allow you to use the assumed name in transactions. It can be filed with the Rhode Island Secretary of State.

Choose a Registered Agent in Rhode Island

When forming a Rhode Island LLC, choosing the right registered agent is an essential step in the process. A registered agent serves as an official contact for legal notices and communication from the local government. As such, finding a reliable and trustworthy provider is key. 

The requirements to serve as a registered agent in Rhode Island include being a Rhode Island resident or business entity with a physical address within the state that is open during usual business hours; assuming responsibility for officially accepting service of process on behalf of the LLC. Keep these two requirements in mind when searching for a provider so you can choose the best option for your particular business needs.

File an Articles of Organization

Once you have decided that forming an LLC in Rhode Island is the right choice for your business, one of your next steps is to file the Rhode Island Articles of Organization. In this document, you need to provide detailed information about the LLC, such as its name, mailing address, registered agent, specifics of its purpose, and management structure. 

The filing fee for this document is $156 and must be paid when submitting it either by mail or online with a credit card. To complete the process and make it official, you will also receive an Acknowledgement of Filing document from the Secretary of State once they have reviewed and accepted your LLC’s Articles. This is your legal proof that the LLC was properly formed, and it protects against claims that it wasn’t properly established.

Remember that filing your Articles of Organization is a one-time event. However, if revisions or additions to the business arise, such as a new member joining or changing resident agents, then official Documents of Amendment must be filled out accordingly.

Create an Operating Agreement

Creating a Rhode Island operating agreement should be your next step if you are interested in forming an LLC. This agreement will define the management structure and responsibilities of the business and detail the ownership interests of each individual involved. 

The document should establish which members have control over voting, when meetings are to occur, and how financial decisions will be taken care of. It is important to take your time when creating this agreement to ensure that all parties involved agree with the established guidelines. 

Also, ensure that each member has their own membership certificate and that their rights and duties within the business arrangement are clearly defined. Doing this will clarify expectations for all parties involved, making managing relationships within the LLC easier. Additionally, an operating agreement is typically used to avoid disputes between multiple members and outline each member’s role within the company. While this may not seem relevant as a single-member LLC owner, it can prove extremely beneficial in several scenarios. 

For instance, if something happens resulting in your incapacitation or death, such as deciding what becomes of the business when that occurs, having an Operating Agreement on record provides clarity for any immediate decisions needing to be made about your organization’s future.

Apply for an EIN

When forming an LLC in Rhode Island, it is important to make sure you apply for an EIN (Employer Identification Number). An EIN is a nine-digit number used as a unique identifier for businesses and their owners. It is often necessary for companies to provide identification numbers when opening bank accounts, filing taxes, or seeking loans. 

Obtaining an EIN for your company is the best way to provide evidence that it is its own separate entity from the founder or owner. It also provides an extra level of protection from criminals who may try to use a business’ identity fraudulently. 

Applying for an EIN online is a simple process that can be done quickly without waiting in lines at government offices. With a few clicks, you will have all the information you need to start managing your business like a pro.

Types of LLC

Which type of LLC is ideal for me?

If you’re considering forming an LLC in Rhode Island, it’s important to understand the different types of LLCs available to choose the one that best suits your needs. Here’s a simple explanation of the various types of LLCs in Rhode Island:

  1. Domestic LLC: A Domestic LLC is an LLC that is formed within the state of Rhode Island. If you plan to operate your business primarily within Rhode Island, a Domestic LLC may be the right choice for you. To set up a Domestic LLC, you’ll need to file Articles of Organization with the Rhode Island Secretary of State and pay the required filing fee.
  2. Foreign LLC: A Foreign LLC is an LLC that was originally formed in another state but wants to operate in Rhode Island. If your business was formed outside of Rhode Island and you want to conduct business within the state, you’ll need to register as a Foreign LLC. To do this, you’ll need to file an Application for Registration with the Rhode Island Secretary of State, provide a Certificate of Good Standing from your original state, and pay the necessary filing fees.
  3. Single-Member LLC: A Single-Member LLC is an LLC with only one owner, known as a member. This type of LLC is great for individuals who want to operate a business by themselves while still enjoying the benefits of limited liability protection. In Rhode Island, Single-Member LLCs are treated as disregarded entities for tax purposes, which means that the LLC’s income and expenses are reported on the owner’s personal tax return.
  4. Multi-Member LLC: A Multi-Member LLC is an LLC with two or more members (owners). This type of LLC is ideal for businesses with multiple owners who want to share in the management and profits of the company. In Rhode Island, Multi-Member LLCs can choose to be taxed as a partnership or a corporation, depending on their preferences and business needs.

LLC Taxes

Applicable LLC taxes in Rhode Island

There are several types of taxes that businesses operating in Rhode Island must be aware of, including:

Income Tax 

As a business owner in Rhode Island, you are responsible for paying income tax on personal earnings. You will be subject to standard taxes and allowances, and deductions related to your circumstances. Additionally, any employees are required by law to contribute at graduated income tax rates from 3.75% up to 5.99%, depending on their salary range and other factors relevant for taxation purposes. 

Sales Tax

The Rhode Island Division of Taxation requires businesses selling physical products or services to collect sales tax for the state. Complying with this regulation is straightforward, as there’s a statewide static rate of 7%. Make sure your business collects this necessary revenue from customers at each point of sale. 

Self Employment Tax 

LLC profit takers should be aware of the self-employment tax that FICA administers. This government-mandated 15.3 percent rate helps fund Social Security, Medicare, and other benefits essential to our society’s prosperity. However, it may be possible to lower this amount through deductions from business expenses when calculating total owed taxes. 

Employee & Employer Tax 

Employers play a vital role in helping the government collect employee taxes. By mandating that employers withhold 7.65 percent of an employee’s taxable wages and having those same employees contribute another 7.65%, they can ensure compliance with federal tax regulations: making sure every penny is brought into the budget.


Cost of forming an LLC in Rhode Island

Forming a Rhode Island LLC is a comprehensive and straightforward process that requires the filer to understand all associated costs. To begin, the filer must file their Articles of Organization with the state, which costs $156. You may also choose to reserve your LLC’s name for a fee of $50. 

Additionally, taxes are assessed at 7% of your federal taxable income but no less than $400 annually. For many businesses, this offers a simple and cost-effective way to receive the legal and financial protection offered by forming an LLC.

LLC Costs

Articles of Organization (Domestic LLC)


Application for Registration (Foreign LLC)


Annual Report Filing Fee


Employer Identification Number (EIN)


Rhode Island Business License(s)


Operating Agreement



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