Rhode Island LLC Requirements

Updated for 2026 · Official Secretary of State Website

Rhode Island has above-average LLC formation costs and a notable $400 annual charge from the Division of Taxation in addition to the $50 annual report. The state's small geographic size belies its economic diversity, with strengths in healthcare, education, defense, and tourism. Rhode Island's proximity to Boston and New York makes it accessible to major markets.

Filing Fee

$150

One-time state fee

Annual Fee

$50

Per year

Processing

1-3 business days

Online filing

Deadline

Between February 1 and May 1

Annual report due

Above Average Cost

While the $150 filing fee and $50 annual report seem moderate, Rhode Island's $400 annual tax from the Division of Taxation pushes total ongoing costs to $450/year — among the highest nationally.

Notable Facts About Rhode Island LLCs

Rhode Island imposes a $400 annual minimum tax on LLCs through the Division of Taxation
The total annual cost ($50 report + $400 tax) is $450, among the highest nationally
Rhode Island is the smallest US state by area but has a dense, diverse economy
The annual report filing window runs from February 1 to May 1

Tax Information for Rhode Island LLCs

Rhode Island has a progressive individual income tax with rates from 3.75% to 5.99%. LLCs are subject to a $400 annual minimum tax from the Division of Taxation regardless of income. LLCs taxed as pass-through entities pay at individual rates. The state has a 7% sales tax.

Formation Steps

1

Choose a Name for Your LLC
Select a unique business name that complies with Rhode Island naming requirements. The name must include "LLC" or "Limited Liability Company" and cannot be the same as an existing registered business in Rhode Island.
2

Appoint a Registered Agent
Designate a registered agent with a physical address in Rhode Island who can receive legal documents and official correspondence on behalf of your LLC.
3

File Articles of Organization
Submit your Articles of Organization (also called a Certificate of Formation in some states) to the Rhode Island Secretary of State. This is the official document that creates your LLC.
4

Create an Operating Agreement
Draft an operating agreement that outlines ownership percentages, member roles, profit distribution, and management structure of your LLC. While not always legally required, it is strongly recommended.
5

Get an EIN from the IRS
Apply for a free Employer Identification Number (EIN) from the IRS. You'll need this for opening a business bank account, hiring employees, and filing taxes.
6

Open a Business Bank Account
Open a dedicated business bank account to keep your personal and business finances separate. This helps maintain your LLC's liability protection.
7

File Annual Reports
Rhode Island requires periodic reports due by Between February 1 and May 1. The filing fee is $50. Mark your calendar to avoid late fees or administrative dissolution.

Visit Official SOS Website

Annual Report Details

Fee: $50

Deadline: Between February 1 and May 1

Annual report filing window: February 1 through May 1 each year. Also $400 annual charge from Division of Taxation.

Annual report filed yearly.

Need a Registered Agent in Rhode Island?

Every Rhode Island LLC must have a registered agent with a physical address in the state. A registered agent service ensures you never miss important legal documents or compliance deadlines.

Compare Registered Agent Services

Frequently Asked Questions

How much does it cost to form an LLC in Rhode Island?

The state filing fee to form an LLC in Rhode Island is $150 for the Articles of Organization. This cost is above average compared to other states. Additional costs may include a registered agent service ($50-$300/year) and an operating agreement if you hire an attorney.

What is the annual cost of an LLC in Rhode Island?

Rhode Island charges $50 for its periodic reporting requirement, due Between February 1 and May 1. Annual report filed yearly. While the $150 filing fee and $50 annual report seem moderate, Rhode Island's $400 annual tax from the Division of Taxation pushes total ongoing costs to $450/year — among the highest nationally.

How long does it take to form an LLC in Rhode Island?

Online filing in Rhode Island typically takes 1-3 business days. You'll need to file Articles of Organization with the state. Processing times may vary based on filing volume and the time of year.

Do I need a registered agent in Rhode Island?

Yes, Rhode Island requires every LLC to have a registered agent with a physical street address in the state. The registered agent receives legal documents, tax notices, and official government correspondence on behalf of your LLC.

What taxes does a Rhode Island LLC pay?

Does Rhode Island require an operating agreement for LLCs?

While not all states legally require an operating agreement, it is strongly recommended for every LLC in Rhode Island. An operating agreement defines ownership structure, member roles, and how the business will be managed. Without one, your LLC will be governed by Rhode Island's default LLC laws.