Rhode Island LLC at a glance
A Rhode Island LLC costs $150 to form and at least $450 a year to keep: a $50 annual report to the Department of State plus a $400 annual charge to the Division of Taxation. The table sets out the main rules.
| Item | Rhode Island rule |
|---|---|
| Formation document | Articles of Organization (Form 400) |
| State fee to form | $150 |
| Processing | One to three business days, per the Department of State |
| Annual report | $50, filed 1 February to 1 May each year |
| Late penalty | $25, applied on 1 June |
| Annual charge (tax) | $400 with Form RI-1065 for LLCs not taxed as corporations |
| Resident agent | Required, with a Rhode Island street address (no PO box or virtual address) |
| Where to file | Rhode Island Department of State, Business Services, online or on paper |
| Publication | No newspaper publication step is listed |
The $150 fee is set by R.I. Gen. Laws § 7-16-65, which also sets the $50 annual report fee, and the Department of State’s start your Rhode Island business page lists the $150 filing and the one to three business day processing time.
How to start an LLC in Rhode Island
You start an LLC in Rhode Island by choosing an available name, appointing a resident agent and filing Articles of Organization with the Department of State. The Department’s LLC Articles of Organization filing guide walks through each field.
- Choose and check the name. The filing guide says the name must include "LLC" or "Limited Liability Company" at the end and must not duplicate a name already on the register. Search the Rhode Island corporate database first. If you are not ready to file, a name reservation costs $50 and holds the name for 120 days.
- Appoint a resident agent. Rhode Island calls the registered agent a resident agent and its address the resident office. It must be a Rhode Island street address. You can act yourself if you live in Rhode Island, or use a registered agent service.
- File the Articles of Organization. File online through the Department of State’s business portal or use the paper Form 400, and pay $150. Our articles of organization guide explains the usual fields.
- Sign an operating agreement. Rhode Island does not collect it, but it records who owns the LLC and who can sign for it, and banks usually ask to see it.
- Get an EIN. The EIN is free from the IRS. With an SSN or ITIN you apply online; without one you apply by fax, mail or phone under the IRS EIN rules. Our EIN application service handles the no-SSN route.
- Register with the Division of Taxation. Register for sales tax, withholding or other Rhode Island taxes you need, and plan for the Form RI-1065 filing that carries the $400 annual charge.
- Diary the annual report and the RI-1065. The annual report window is 1 February to 1 May; the RI-1065 is due 15 March for most LLCs and 15 April for single-member LLCs with a calendar year. Our compliance deadline calendar can hold both dates.
If you would rather hand it over, our filing team checks the name and agent details, prepares the Articles, files them and stores the approved documents in your portal. For the general process in any state, see how to start an LLC.
Rhode Island LLC cost
A Rhode Island LLC costs $150 in state filing fees to form, then $450 a year in state charges: the $50 annual report and the $400 annual charge. Optional filings add to that only if you need them.
| Fee | Amount | When |
|---|---|---|
| Articles of Organization | $150 | At formation |
| Name reservation, 120 days (optional) | $50 | Before filing |
| Annual report | $50 (plus $2.50 enhanced access online) | 1 February to 1 May |
| Late annual report penalty | $25 | Applied 1 June |
| Annual charge with Form RI-1065 | $400 | 15 March, or 15 April for most single-member LLCs |
| Change of registered agent | $20 | If you change agent |
| Certificate of good standing (optional) | $20 | Any time |
| Articles of Dissolution | $50 | When you close |
The arithmetic for a typical small LLC: $150 at formation, then $50 + $400 = $450 in each later year for the annual report and the annual charge. Over the first two years that is $150 + $450 = $600, or $600 plus another $450 per year after that. The fees in the table come from § 7-16-65, the Department of State’s annual report page and the Division of Taxation. Add a commercial resident agent if you do not act as your own, and any local licenses your city or town requires.
The $400 charge is a tax, not a Department of State fee, so it is easy to miss when comparing states. Our LLC state fee comparison shows it next to the report fee.
Rhode Island LLC annual report
Every Rhode Island LLC files an annual report with the Department of State between 1 February and 1 May, and the fee is $50. The Department’s file your annual report page sets that window and adds $2.50 for enhanced access when you file online.
- How to file: online through the business portal, or on paper with Form 632.
- Late: a $25 penalty is applied on 1 June, and the Department lists an extra $3.00 to file a late report online.
- Not filed or agent lost: the Department says that if its reminder letter is returned undeliverable, it starts revocation proceedings for failure to maintain a registered office. A revoked LLC must go through the reinstatement process.
- Reminders: keep the email and addresses on record current so the Department’s reminder reaches you before the window closes.
The annual report is separate from the tax return. The Division of Taxation’s tax filing requirements page says LLCs not treated as corporations federally file Form RI-1065 and pay an annual fee equal to the corporate minimum tax, which is $400. Our LLC annual report service files the Department of State report and sends reminders before 1 May; the RI-1065 is a tax return for you or your tax preparer.
Rhode Island registered agent
Every Rhode Island LLC must keep a resident agent with a Rhode Island street address. The Department of State says the agent must be a Rhode Island resident or an entity qualified to do business in the state, and that PO boxes and virtual business addresses are not allowed.
- Availability: the filing guide says the agent must be reachable at the resident office during normal business hours, 9 a.m. to 5 p.m.
- Public record: the resident office address is searchable in the corporate database, which is why many owners use a commercial agent instead of a home address.
- Changing agent: the filing guide lists $20 to change the resident agent’s name and no fee to update the agent’s address.
- Keeping it current: an agent address that stops working can lead to revocation, as noted above.
Founders who do not live in Rhode Island need a commercial agent. Our registered agent service provides a Rhode Island address and forwards legal mail to your portal.
Rhode Island LLC registration processing time
The Department of State says it takes one to three business days to process a new registration, and its filing guide says filings are processed within two business days. The pages we checked do not list a paid expedite option. Our team starts once your order and documents are complete, and we do not promise times beyond what the Department publishes.
State taxes that affect a Rhode Island LLC
The main state tax cost for a small LLC is the $400 annual charge filed with Form RI-1065. Other taxes depend on what the LLC does in Rhode Island.
- Annual charge: the Division of Taxation’s pass-through entities page applies the $400 minimum to LLCs not taxed as corporations. Form RI-1065 is due on the 15th day of the third month after the tax year ends (15 March for a calendar year), and single-member LLCs with a calendar year file by the 15th day of the fourth month (15 April).
- Corporate tax: an LLC that elects to be taxed as a corporation files as a corporation instead, and the corporate minimum tax applies.
- Sales tax: the Division’s sales and excise taxes page says remote sellers with gross receipts of $100,000 or more, or 200 or more transactions, must deal with Rhode Island sales tax. The Division says the retail sales permit is renewed each year with no fee. Our sales tax registration service can file the application.
- Income tax on owners: Rhode Island-source profit of a pass-through LLC may be taxable for owners who live elsewhere. That is a question for a licensed tax professional.
Forming a Rhode Island LLC as a non-resident
You can form a Rhode Island LLC without living in Rhode Island or the US. The Department of State’s filing guide asks for a name, a resident agent with a Rhode Island street address and the Articles; it does not ask where members live.
If you have no Rhode Island customers, staff or premises, a Rhode Island LLC mainly adds the $400 annual charge. Founders outside the US usually look at Wyoming or New Mexico for lower running costs. Compare them in our Wyoming vs Delaware vs New Mexico LLC comparison and our best state for an LLC guide. If you form elsewhere but then do business in Rhode Island, the LLC registers as a foreign LLC with the Department of State.
- Form 5472: a single-member LLC wholly owned by a foreign person files Form 5472 with a pro forma Form 1120 every year, even with no income. The penalty for not filing is $25,000, and it goes by fax or mail. See our Form 5472 guide.
- BOI: US-formed LLCs, including those owned by non-US persons, no longer file beneficial ownership reports with FinCEN under the final rule published 14 August 2026.
- Address: banks and payment providers usually want a business address separate from the agent’s. Our US business address service provides one.
How to dissolve a Rhode Island LLC
To close a Rhode Island LLC you file Articles of Dissolution with the Department of State, and the fee is $50. R.I. Gen. Laws § 7-16-47 says the articles are filed within 30 days following the dissolution and winding up of the LLC.
- Taxes first: the Department’s LLC welcome packet says to file your final annual return and make sure you are current with your taxes.
- Letter of Good Standing: the Division of Taxation issues a Letter of Good Standing for $50 to confirm tax compliance. It can take several weeks, so request it early if you need it.
- Licenses: cancel permits and licenses you no longer need, or you may stay liable for their fees.
- Federal: file final federal returns, including a final Form 5472 if the LLC is foreign-owned.
Our LLC dissolution service handles the state filing and final steps.
Doing it yourself vs using Borderless Filings
You can form a Rhode Island LLC yourself online for $150 and file the $50 annual report each spring. The Department of State’s guides are clear.
Our service adds a check of the name, agent and addresses before filing, preparation and submission by our filing team, tracking and document storage in your portal, the EIN without an SSN for founders outside the US, and reminders before the 1 May report deadline. Prices are on our pricing page with the state fee at cost. You can start your order, see the neighboring Connecticut LLC page, or compare other states on our US LLC states page.
Sources
- Rhode Island Department of State: Start your Rhode Island business
- Rhode Island Department of State: LLC Articles of Organization filing guide
- Rhode Island Department of State: File your annual report
- Rhode Island Department of State: LLC welcome packet
- Rhode Island General Laws: § 7-16-65 Fees
- Rhode Island General Laws: § 7-16-47 Articles of dissolution
- Rhode Island Division of Taxation: Tax filing requirements
- Rhode Island Division of Taxation: Pass-through entities
- Rhode Island Division of Taxation: Sales and excise taxes
- Rhode Island Division of Taxation: Letter of Good Standing
- IRS: Get an employer identification number
- IRS: Instructions for Form 5472
- FinCEN: Beneficial Ownership Information Reporting
Fees, deadlines and rules on this page were last checked on 27 September 2026.