A Rhode Island LLC annual report is a yearly filing every LLC owes the state. As of 2026, the annual report itself is straightforward: one form, one fixed window, one flat $50 fee. New owners can start with our Rhode Island LLC formation guide.
Does Rhode Island Require an Annual Report for LLCs?
Yes. Every Rhode Island LLC, domestic or foreign, must file an annual report with the state each year.
The requirement sits in R.I. Gen. Laws § 7-16-66, part of the Rhode Island Limited Liability Company Act under Title 7, Chapter 16.
The Rhode Island Department of State, currently led by Secretary of State Gregg M. Amore, handles the filing through its Business Services Division rather than the Division of Taxation. A foreign LLC authorized to transact business in the state doesn’t get a pass; it carries the same yearly obligation as a domestic one.
The report itself runs short. It confirms a handful of business details and asks for no financial figures or ownership breakdown. If you’re still setting up the company, our Rhode Island LLC overview covers formation, costs, and the compliance steps that come next.
The most common Rhode Island question I get from new LLC owners is some version of: “I formed in March, do I file an annual report now?” My answer is no.
Rhode Island does not use an anniversary date, and there is no report due in your formation year. If you filed your Articles of Organization in 2026, your first annual report is due between February 1 and May 1, 2027.
Rhode Island Annual Report Deadline: the February 1 to May 1 Window
Rhode Island sets a fixed filing window. The annual report is due any time between February 1 and May 1, and that window is identical for every LLC regardless of when the company formed. States that tie the deadline to a formation anniversary work differently; Rhode Island doesn’t.
Your first report follows a separate rule. A newly formed LLC, or a foreign LLC that just filed its Application for Registration, files nothing in its first year, then files its first annual report the next calendar year.
An LLC organized on April 10, 2026, owes its first report between February 1 and May 1, 2027. That gap between approval and the first deadline is where new owners trip up, so for the full setup timeline, see our guide on how long it takes to get a Rhode Island LLC.
Rhode Island also applies a timely-mailing rule that’s easy to overlook. Under § 7-16-66(b), a report deposited in the U.S. mail before May 1, properly addressed with postage prepaid, counts as filed on time even if it reaches the state office later. Keep your proof of mailing.
How to Confirm Your Filing Year in the Rhode Island Corporate Database
Not sure which year your LLC is on, or whether last year’s report went through? The state keeps every filing in the Rhode Island Corporate Database, searchable by entity name or ID number. Open your entity record, and you’ll see every past report under All Filings; select View Filing to pull the PDF. You can run that lookup yourself with our Rhode Island LLC search walkthrough before you start a new filing.
Rhode Island LLC Annual Report Filing Fee: $50 in 2026
The base fee for the Rhode Island LLC annual report is $50, set by R.I. Gen. Laws § 7-16-65. It is a flat fee. It doesn’t scale with revenue, asset value, or the number of members, and foreign LLCs pay the same $50 as domestic ones.
Filing online adds a small enhanced access fee on top of the $50 base fee. The state portal displays the exact amount at checkout, so the online cost is clear before you submit.
Either way, the state fee stays modest, which makes the deadline the real risk here, not the cost. For a fuller picture of what a Rhode Island LLC costs across the year, see our Rhode Island LLC cost breakdown.
How to File Form 632 Online, by Mail, or in Person
Rhode Island gives LLCs three ways to file Form 632, and most owners finish the online version in under ten minutes. The Department of State’s annual report page walks through each method, and the state expects the current official form, so don’t reuse last year’s copy.
Filing Online via the Business Services Online Filing System
Online filing runs through the Business Services Online Filing System, and the path is short. Sign in with your Customer Identification Number (CID) and PIN to reach your entity record; if either is lost, the state directs filers to corp_pin@sos.ri.gov. From there, open the annual report, review each pre-filled field, correct anything outdated, and submit payment for the $50 fee plus the online access fee.
The catch: Rhode Island doesn’t mail a confirmation when a filing succeeds. To prove the report went through, reopen your record in the Corporate Database, scroll to All Filings, and pull the new report under View PDF.
Filing Form 632 by Mail or in Person
Paper filers complete Form 632 and mail it with a $50 check, payable to the RI Department of State, to the Division of Business Services at 148 W. River Street, Providence, Rhode Island 02904-2615. The same address takes in-person filings at the public counter, where the office accepts cash, check, or credit card.
One restriction catches DIY filers off guard. Rhode Island rejects screenshots or printouts of the online form as a paper submission; you have to use the official Form 632 the Department of State publishes.
Here is a trap I see every filing season. Owners assume they can update their resident agent right on the annual report. They cannot.
Form 632 only confirms that the resident agent already on record is still correct. If your agent or resident office actually changed, you need Form 642, the Statement of Change of Resident Agent/Resident Office, which carries its own $20 fee.
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What Form 632 Asks For (and What It Skips)
Form 632 runs short, but having the details on hand keeps the filing quick. Most of what the state wants is information you already keep.
Before you open Form 632, gather:
- The annual report year and your LLC’s entity ID number
- The exact legal name of the LLC, as registered
- Your NAICS code and a brief description of the business conducted in Rhode Island
- The state or country where the LLC was organized
- The principal office address and the LLC’s mailing address
- A contact name and contact title for the filing
- Confirmation that the resident agent on record is still accurate
The form closes with a signature from an authorized person, made under penalty of perjury.
What Form 632 leaves out is worth noting. It doesn’t request the names of members or managers, and Rhode Island’s own annual report page confirms the report holds no ownership information. That internal detail belongs in your operating agreement instead; if you haven’t drafted one, our Rhode Island operating agreement guide explains why it matters even for a single-member LLC.
Rhode Island uses the term resident agent in its forms, though most owners know the role as a registered agent. Deciding whether to serve as your own or hire one is its own question, and our roundup of the best Rhode Island registered agent options compares both. Form 632 also carries a voluntary survey on gross revenues, full-time employees, and owner self-identification under the SBA 8(a) Program; the state strips identifying details before any of it reaches the Rhode Island Business Data Hub.
Late Filing: the $25 Penalty and Revocation
Missing the May 1 deadline won’t dissolve your LLC overnight, but it starts a clock. Here is what Rhode Island does, and when.
| When | What Rhode Island does |
|---|---|
| February 1 to May 1 | Annual report is due; file Form 632 with no penalty |
| June 1 | A $25 late penalty is added once the report has gone unfiled past May 31 |
| 60-day notice | The Department of State mails a revocation warning to the resident agent on record |
| Revocation | A certificate of revocation issues and the LLC loses authority to transact business |
The $25 penalty applies starting June 1, once the annual report has gone unfiled past May 31. It is a small amount, which is exactly why it is worth avoiding: filing anywhere inside the February to May window keeps it off the invoice.
Revocation is the consequence that bites. Under R.I. Gen. Laws § 7-16-41, the state can revoke an LLC’s certificate of organization or registration when the annual report goes unfiled. Section 7-16-42 governs how the certificate of revocation then issues.
It doesn’t happen without warning, though. The Secretary of State must give at least 60 days’ notice to the resident agent on record, and the LLC can still cure the default before revocation takes effect.
A revoked LLC loses real ground: its name rights, its legal standing, and the personal liability protection the structure exists to provide. Worth flagging: Rhode Island treats revocation as separate from dissolution, so the entity keeps owing back reports and tax charges until it’s formally closed.
Reinstating a Revoked Rhode Island LLC
Revocation isn’t permanent. Rhode Island law leaves a path back through a Withdrawal of Certificate of Revocation under R.I. Gen. Laws § 7-16-43, available for up to 20 years after the revocation issued.
The process runs through two agencies, in order. First, you’ll request a Letter of Good Standing from the Rhode Island Division of Taxation for $50; it confirms the LLC is current on state taxes. Then the Department of State’s Business Services Division calculates the penalty, $50 for each year or part-year since revocation, and supplies the forms to file alongside the reports you missed.
Reinstatement in Rhode Island costs more than the fee you skipped, and it eats more time than people expect. I always tell clients the slow part is the Letter of Good Standing from the Division of Taxation, which can take weeks depending on your tax history.
The Department of State side moves fast once the packet is complete, usually two to four business days. But that does not mean the full reinstatement process is always quick.
Form 632 vs the $400 Annual Tax
Here’s the thing that trips up Rhode Island LLC owners more than anything else: the annual report isn’t the only yearly obligation. The $50 report goes to the Department of State. A separate $400 charge goes to the Division of Taxation. Two filings, two agencies, two deadlines.
| Category | Annual Report | Annual Charge |
|---|---|---|
| Amount | $50 | $400 |
| Agency | Department of State, Business Services Division | Division of Taxation |
| Form | Form 632 | RI-1065, RI-1120S, or RI-1120C |
| Deadline | February 1 to May 1 | With the LLC’s tax return |
| Statute | § 7-16-66 | § 7-16-67, § 44-11-2(e) |
The $400 figure comes from Rhode Island’s tax rules. Under the Division of Taxation’s Notice 2026-01, a pass-through LLC files Form RI-1065 and pays the $400 annual charge to the Tax Administrator. An LLC taxed as a C corporation files RI-1120C and pays the greater of the 7% corporate income tax or the $400 minimum.
Paying one obligation doesn’t cover the other. Unpaid tax charges can themselves trigger revocation under § 7-16-67.1, so both the report and the charge have to be handled to keep the LLC clear with the state.
Rhode Island LLC Annual Report: Filing Questions Answered
A few questions come up again and again once owners understand the basics of Form 632. Here are quick answers to the ones the official guidance tends to leave for the fine print.
Do single-member LLCs in Rhode Island file an annual report?
Yes. Rhode Island makes no distinction by membership size. A single-member LLC files the same Form 632, on the same February 1 to May 1 schedule, for the same $50 fee as a multi-member LLC.
Does Rhode Island mail a reminder before the annual report deadline?
The Department of State mails a courtesy reminder each January, before the February 1 window opens, to the address on record. Treat it as a backup, not a system. Reminders depend on your resident agent and principal office address being current, and the state’s position is that timely filing is the LLC’s responsibility.
Is the $50 Rhode Island LLC annual report fee tax-deductible?
State filing fees tied to running a business are usually deductible as an ordinary business expense, and the $400 annual charge often is too. Tax treatment depends on your situation, so confirm with a tax professional before claiming it.
What is the NAICS code requested on Form 632?
The NAICS code is a federal classification number that identifies your industry. Form 632 asks for it alongside a short description of your Rhode Island business activity. If you don’t know yours, the North American Industry Classification System list, maintained by the U.S. Census Bureau, lets you look it up by keyword.
Can someone else file the Rhode Island annual report for my LLC?
Yes. An authorized person, an accountant, an attorney, or a registered agent service can file Form 632 for the LLC. The form asks for filer contact information so the Business Services Division can follow up if anything needs correcting. The signature still has to come from someone authorized to sign for the LLC.
Can I file the Rhode Island annual report before February 1?
No. The filing window opens February 1, and the Corporate Database won’t accept the current year’s report before then. There is no early-filing option, so the practical move is to file in the first half of the window rather than waiting for May.
What is the difference between a Certificate of Status and a Letter of Good Standing in Rhode Island?
They come from different agencies. A Certificate of Status, sometimes called a Certificate of Good Standing, comes from the Department of State and reflects your filing history. A Letter of Good Standing comes from the Division of Taxation and confirms your taxes are current. Reinstating a revoked LLC needs the tax side, the Letter of Good Standing, not just the Department of State certificate.
- Rhode Island Department of State: Revoked Entities
- Rhode Island Department of State: File Your Annual Report
- Form 632, Annual Report for a Limited Liability Company (Rhode Island Department of State)
- R.I. Gen. Laws § 7-16-66, Annual report of domestic and foreign limited liability companies
- R.I. Gen. Laws § 7-16-65, Filing, service, and copying fees
- R.I. Gen. Laws § 7-16-41, Revocation of certificate of organization or certificate of registration
- Rhode Island Division of Taxation, Notice 2026-01: LLC filing requirements
Looking for an overview? See Rhode Island LLC Services
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