Rhode Island law permits the creation of business associations. One popular form of business association, particularly among persons looking to start a small business, is the limited liability company. An LLC combines the limited liability benefits of a Rhode Island corporation with the pass-through taxation and relaxed filing requirements of a Rhode Island partnership. Creating a Rhode Island LLC involves filing a document, called an Articles of Organization, with the Rhode Island Secretary of State.
Select a name for your Rhode Island LLC. Under Rhode Island law, the name of an LLC must end with either the phrase “limited liability company” or the abbreviation “LLC” in either uppercase or lowercase letters, with or without punctuation. The name of your company must not be identical to or easily confused with the name of a business registered or reserved with the Rhode Island Secretary of State.
Select a registered agent. A registered agent is the person or business that, in the instance your company is sued or subpoenaed, will receive service of process.
Choose a method of filing. The Rhode Island Secretary of State allows an individual to file an Articles of Organization by Internet or by mail.
Fill out the Articles of Organization. Provide the name of your company and the name and address of your company’s registered agent. Indicate whether your company will be taxed by the federal government as a partnership, corporation or a separate entity. Provide the principal address of your business. In article 6, you have the option of including any additional provisions, such as a clause limiting the type of business your company can engage in or a date of dissolution. Indicate whether the day-to-day management of your company will be vested in its members, which are persons with an ownership stake in the company, or managers, which do not have an ownership stake. If the membership of your company will be vested in managers, provide their names and addresses. While the default option is for your company to become effective upon filing, you may specify in article 8 a later date. Provide your name and address, and date and sign the Articles of Organization.
File your Articles of Organization and pay the filing fee. As of 2010, the filing fee is $150.
- Check with an attorney about the tax implications of operating a business as an LLC.
- To assist you with the naming of your company, the Rhode Island Secretary of State maintains a searchable online business entity search, which lists the names of businesses registered and reserved with the Rhode Island Secretary of State.
- If you are a Rhode Island resident, you may serve as the registered agent of your company. If you are not a Rhode Island resident or do not want to associate your name and address with your business in a public filing, you may elect to hire a registered agent service.
- If filing online, you must pay by credit or debit card, and a small enhanced access fee will be charged. If filing by mail, you must pay by check made payable to the Rhode Island Secretary of State.