How to Start an LLC in Rhode Island and Plan for the $400 Annual Charge
To start an LLC in Rhode Island, you file Form 400, the Articles of Organization, with the Rhode Island Department of State for a $150 state filing fee. A yearly bill the form never mentions follows: at least $400 to the Division of Taxation, income or not.
Rhode Island LLC at a glance
State fees checked October 2026
- Form 400
- $150
- One online screen, no account
- Annual charge
- $400+
- Every year, from the year you form
- Annual report
- $50
- February 1 to May 1, from year two
- Review time
- 1 to 3 days
- Business days, per the state
File it yourself
$150state fee
Form 400 is one online screen with no account, reviewed in 1 to 3 business days.
Northwest files it Partner
$39+ $150 state fee
Its address goes in Article II for a year of agent service, then $125 a year. What stays yours
Boost Suite earns a commission on this order.
The $400 annual charge is owed without income and isn't prorated: an LLC formed in December owes it for that year.
How to start an LLC in Rhode Island on one Form 400 screen
Form 400 opens straight from the New Entities menu of RI Business Services. A new LLC needs no login or PIN, and the whole form fits on one screen.
Article I: the name
It must contain "Limited Liability Company" or "L.L.C.," with or without periods. The filing guide also shows "LLC" at the end.
Article II: the Rhode Island registered agent
Form 400 calls it the resident agent: a resident or a qualified entity, at a Rhode Island street address, reachable 9 a.m. to 5 p.m. on business days. No P.O. box, no virtual address.
You can be your own agent if you live in Rhode Island, but your home address goes public in the Corporate Database. Being named agent gives no ownership or say in the business.
Article III: federal tax treatment
"Check one box only." The box sets which Rhode Island return the LLC files, and when.
The limited liability company is intended to be treated for purposes of federal income taxation as:
The box doesn’t reach the IRS: the filing guide says the selection “is not transmitted to the IRS.” Make the same choice again when you apply for the EIN.
Article IV: principal office
Optional, and looser than the agent's address: a P.O. box, a virtual office or an out-of-state address works. "Not yet determined" is accepted; if blank, it goes on the first annual report.
Articles V to VIII
Purpose (any lawful business), duration (perpetual by default), optional provisions, management by members or managers, and an effective date up to 90 days out.
Contact and signature
The filer's details, then an electronic signature by an "Authorized Person," under penalty of perjury. That person doesn't have to be an owner.
Online payment is by credit card only and adds an enhanced access fee that goes to RI.gov. Mailing Form 400 with a check to “RI Department of State,” or filing in person at 148 W. River Street, Providence, avoids it.
Processing takes one to three business days on the Department of State’s start page, two in its filing guide. No confirmation arrives: the filed Articles appear as a PDF under “All Filings” in the Corporate Database. If a correction is needed, the department writes by email.
The state’s welcome letter warns that new LLCs “will likely receive several solicitation letters.” A good standing certificate costs $20 ($22 online) from the state and is only needed when someone asks for one; the EIN is free from the IRS. After you sign up, the Fraud Protection Notification Service emails you whenever something is filed on your LLC.
The $400 annual charge, return by return
The Division of Taxation’s Notice 2026-01 applies the rules “for any year in which the business is in existence, whether a full year, or partial year.” That includes the year of formation and the year of dissolution.
| Taxed federally as | Rhode Island return | Due (calendar year) | Owed |
|---|---|---|---|
| Partnership (two or more members) | RI‑1065 | March 15 | $400 |
| Single member, disregarded | RI‑1065 | The owner's due date: April 15 for an individual | $400 |
| S corporation | RI‑1120S | March 15 | $400 |
| C corporation | RI‑1120C | April 15 | 7% of net income or $400, whichever is greater |
R.I. Gen. Laws § 7-16-67 sets this “annual charge” at the corporate minimum tax; the Division notes it is “sometimes called the annual fee, filing fee, or filing charge.” It isn’t the $50 annual report, and it has been $400 since tax years beginning January 1, 2017.
No income, no bank account and no activity don’t stop it. Only Articles of Dissolution ($50) filed with the Department of State do.
Tax registration and licenses
With the RI Division of Taxation, an LLC with employees or retail sales registers through the Business Application and Registration (BAR) on the Taxpayer Portal, which also issues the retail sales permit. Otherwise, the Division opens its account when the first return arrives.
Trades are licensed by their own agencies, such as the Department of Business Regulation, the Department of Health or the Contractors’ Registration and Licensing Board. Cities and towns handle zoning and local permits, and the RI Business Assistant builds a checklist for a given business.
Rhode Island LLC cost: $150 to file, then $450 or more each spring
The Rhode Island annual report is due between February 1 and May 1, starting the year after formation: $50, plus $2.50 online, and a $25 penalty from June 1. Add the $400 and each spring costs $452.50 at minimum.
Living in Massachusetts or Connecticut and forming in RI?
An LLC doing business in Massachusetts or Connecticut generally has to register there too, under that state’s fees, so a Rhode Island LLC run from across the border pays two states. Rhode Island’s part alone is at least $450 a year.
Members who live outside Rhode Island add a step: under Notice 2026-01, an LLC with nonresident members generally must withhold Rhode Island tax on their share and file RI Schedule PTW each year.
Forming in Rhode Island makes sense when
- The business operates in Rhode Island, from home or an office
- You can budget $450 or more each spring, income or not
Count the cost first when
- The work happens mainly in Massachusetts or Connecticut: that state will want its own registration
- The LLC may sit idle for a while: the $400 keeps running until dissolution
The reverse case costs the same entry fee: an LLC formed in another state that does business in Rhode Island registers here as a foreign LLC for $150, and the $400 annual charge applies to it as well.
Rhode Island’s strict name test and the $50 fictitious business name
“Distinguishable upon the record” is read strictly. The Department of State refuses names that differ only by an abbreviation, article or plural: “RI Appraisers, LLC” against “Rhode Island Appraisers, LLC” fails.
Punctuation, spacing, a number written another way or a different entity type don’t help either. The name search isn’t binding; the decision comes at review. A $50 reservation holds a name for 120 days.
To file a DBA in Rhode Island, an LLC uses the fictitious business name statement, not the town trade name.
| Filing | Who can use it | Where and how long | Fee |
|---|---|---|---|
| Fictitious business name statement | LLCs | Department of State, statewide, no renewal | $50 |
| Trade name | Unincorporated businesses only | One city or town, renewed each fall | $20 |
The 39 cities and towns moved their trade name records to the Department of State before January 1, 2026.
Who owns the LLC isn’t on file: the operating agreement holds it
Form 400 never lists members, and lists managers only for a manager-managed LLC. The filing guide: “The RI Department of State does not keep a record of who owns any registered business. Ownership is documented in the Operating Agreement signed by the member(s) of the LLC.”
A Rhode Island LLC operating agreement is where shares, votes and a member’s exit are written down. Everything else on Form 400 is publicly searchable.
Single-member, S corp and license questions in Rhode Island
Does a single-member LLC in Rhode Island owe the $400?
Yes. It files Form RI‑1065 and pays the $400 annual charge, on its owner’s due date (April 15 for an individual).
What changes for a Rhode Island LLC taxed as an S corp?
The election is made with the IRS. After it, the LLC files Form RI‑1120S by March 15 and still pays the $400 minimum.
How long does it take to form an LLC in RI?
One to three business days, per the Department of State’s start page; its filing guide says two. You check the result in the Corporate Database, since no confirmation is sent.
Which law governs a Rhode Island LLC?
Chapter 7-16 of the Rhode Island General Laws. Its § 7-16-67 sets the $400 annual charge; the Division of Taxation applies it through Notice 2026-01.
Does a Rhode Island LLC need a business license?
The requirements depend on the trade and the town. Regulated trades go through their agency, retailers get a sales permit through the BAR, and the RI Business Assistant lists what applies.
