Rhode Island LLC Annual Report (Form 632): Due May 1, Penalized June 1

Every Rhode Island LLC, domestic or registered from another state, files Form 632 with the Department of State between February 1 and May 1, from the calendar year after its articles or registration. It costs $50, or $52.50 online; $25 is added to a report still unfiled on June 1.

The LLC on file

Organized in

Reports since then

Filing by

The First Rhode Island Annual Report Comes the Calendar Year After Filing

Under R.I. Gen. Laws § 7-16-66(a), each Rhode Island limited liability company reports between the first day of February and the first day of May “in each year following the calendar year” when its articles or application for registration were filed. Only that year counts: for an LLC formed on November 18, 2025, the 2026 window opens about eleven weeks later.

LLC from another state
Its count starts with the year its application for registration was filed.
LLC with no activity
It still files: box 4 of Form 632 “must still be completed” when the entity is inactive.
Who files
Anyone the LLC authorizes.

Paper filers have a mailing rule in § 7-16-66(b): proof that the report was deposited in the U.S. mail, sealed, stamped and properly addressed, before May 1 makes it timely, so an envelope posted on May 1 itself falls outside it. In 2027, May 1 is a Saturday: online filing stays open, and a mailed report should leave by April 30.

What the Rhode Island LLC Annual Fee Includes Beyond the $50 Report

The Department of State’s part is $50 for the annual report under § 7-16-65(13), the same for a domestic or foreign LLC. The Division of Taxation’s part, under § 7-16-67, is an annual charge equal to the corporate minimum tax, which the Department of State’s tax table puts at $400, not prorated and owed even in a year with no business.

ChargeAmountWhen it is owed
Annual report, Form 632Department of State$50February 1 to May 1. Online, a $2.50 online filing fee is added at checkout (an enhanced access fee kept by RI.gov, the vendor running the system); mail and counter filings carry none.
Late filing penaltyDepartment of State$25 a yearApplied June 1 to a report not filed by May 31. Next to it, the fee table adds “Plus $3.00 to file online.”
Annual chargeDivision of Taxation$400With Form RI‑1065 by March 15 for a partnership-taxed LLC; a single-member LLC follows its owner’s date, March 15 or April 15.
Late annual chargeDivision of Taxation+$100Added when the charge isn’t paid by the return’s due date (§ 7-16-67(e)).
New resident agent, Form 642Department of State$20Only when the agent changes; a change of the agent’s address alone costs nothing (§ 7-16-65(10) and (11)).

The tax classification the LLC chose with the IRS decides the form. With an S corporation election, it pays the same $400 with Form RI‑1120S by March 15; taxed as a C corporation, it files Form RI‑1120C by April 15 and owes 7% of net income or the $400 minimum.

Nine Boxes on Form 632, Sent Online or on Paper

To file a Rhode Island annual report on paper, only the latest Form 632 is accepted (revised March 2026), with the $50.00 filing fee printed at the top. Online, the same boxes come prefilled from the record. The Department asks for the current year at the head of the form.

Online, around the clock $52.50
  1. Sign in with the LLC’s Customer Identification Number (CID) and PIN to the Business Services Online Filing System, which Rhode Island’s Secretary of State runs; a lost CID or PIN is requested from corp_pin@sos.ri.gov.
  2. Pick the annual report in the list of filings accepted online, then Submit.
  3. Complete the prefilled form; the system holds the filing while a required field is empty.
  4. Review the entries, then click Accept.
  5. Pay by credit card, the only payment method online.
  6. Print the acknowledgment screen shown after payment.
Mail or in person $50

A typed Form 632 with a check to “RI Department of State,” mailed or brought to 148 W. River Street, Providence, RI 02904‑2615; the desk also takes cash and cards. A screenshot of the online form is refused as a paper filing.

Proof of Filing, and 30 Days to Fix a Returned Report

No confirmation comes by mail or email after either channel. Online, the acknowledgment screen after payment is the only receipt until the accepted report is posted as a PDF to the company’s file in the Corporate Database, under All Filings, then View Filing.

Rejected online

The office emails the filer, who signs in again, corrects the saved report and resubmits it without paying a second time. A submitted filing can’t be withdrawn on request.

Returned on paper

Under § 7-16-66(c), the late penalty doesn’t apply if the corrected report is back within 30 days of mailing by the Department, even past May 31.

The June 1 Penalty and Where Rhode Island Sends a Revocation Notice

Form 632 adds $25 after May 31, the end of the 30 days that § 7-16-66(d) allows after the deadline, and the Department applies it on June 1. The penalty counts per year, so two missed reports carry $50 of penalties on top of $100 in fees.

A report not filed in time is also a ground for revocation under § 7-16-41(a)(3). The Department mails a notice at least 60 days ahead, and the address depends on what happened to earlier mail:

  1. Resident agent on fileThe notice goes by regular mail to the agent’s address in the record.§ 7-16-41(b)(1)
  2. Agent mail came backIt goes instead to the principal office on the most recent annual report (box 6), and no further notice is required.Without any report filed: the principal office in the articles or the authorized person; for a foreign LLC, the office it keeps in its home state.
  3. 60 days without a fixA certificate of revocation is issued and mailed the same way; after that, the LLC can no longer transact business in the state.§ 7-16-42

The January reminder and this notice both go to the resident agent first, so a stale agent address is how an LLC misses both.

A report filed before the 60 days end keeps the certificate from issuing, because § 7-16-41(b)(2) allows revocation only when the LLC fails to file first. The tax side has its own route: after July 15 each year, the tax administrator can certify a list of LLCs with the annual charge unpaid for one year, and the Secretary of State may then begin the same proceedings (§ 7-16-67.1).

Twenty Years to Withdraw a Revocation Under § 7‑16‑43

Section 7-16-43 lets the Secretary of State withdraw a certificate of revocation within 20 years of its issuance and reinstate the LLC in good standing retroactively, “as if” its certificate had not been revoked, once three conditions are met:

  1. The filings that were missing: the annual reports, and any agent statement, amendment or dissolution listed in § 7‑16‑41(a)(3) to (6).
  2. A penalty of $50 per year since the certificate of revocation was issued, any part of a year counting as a full one.
  3. A certificate of good standing from the Rhode Island Division of Taxation.

If another business has registered the same name in the meantime, § 7-16-43(b) makes the reinstatement conditional on amending to a different name.

Other Department of State pages and statute sections used here, read October 9, 2026 (statutes on archived copies of webserver.rilegislature.gov):

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