SHEET RI-01 · FORMATION DOSSIER

Rhode Island

Form an LLC in Rhode Island as a non-resident: the verified state fee, the duty that follows you every year, the agent rule, and the traps that are specific to this state — each figure sourced on this sheet.

State formation fee: $150
Total with Formation Complete: $549
Annual duty cost: $450/yr
Report pattern: Filing period February 1 – May 1 each year (Form 632), per the current RI Department of State '

On fee alone, Rhode Island is the 38th cheapest of the 49 jurisdictions in this Atlas to form in. Fee is the smallest part of the decision — the duty below is the part that repeats.

What it takes here

You form a Rhode Island LLC by filing Articles of Organization with the Rhode Island Department of State, Business Services Division. The state fee is $150, collected by us at cost as a pass-through — the state keeps its fee; our $399 is separate and labelled as ours on the pricing page. Older Rhode Island guides and statute summaries show LLCs on a September 1 – November 1 window and corporations on January 1 – March 1; the Secretary of State's current table supersedes them, listing BOTH LLCs and business corporations at February 1 – May 1, $50, with a $25 penalty applied June 1. A courtesy reminder is mailed each January to the registered agent. Separate RI Division of Taxation $400 minimum tax is a tax, not the SOS report fee, and is not included here.

Name rules

Your company name must contain a limited-liability designator — “Limited Liability Company” or an accepted abbreviation such as “LLC” — and must be distinguishable from names already on the records of the Rhode Island Department of State, Business Services Division. A name that implies a regulated activity (banking, insurance, trust) or a government affiliation invites rejection or a consent requirement in Rhode Island as in most states. For a non-resident there is a second, quieter naming point: the name on the Articles of Organization is the name the IRS will print on your EIN confirmation (the CP 575), and it is the name your bank and payment processors will match against your documents. Pick the final name before filing; amending it later is a second state filing with a second fee.

Publication

Rhode Island imposes no newspaper-publication requirement on a new LLC. The publication duty that founders read about belongs to a small set of states — New York, Arizona and Nebraska are the ones in this Atlas — and it does not travel with you if you form here.

Forms, office and processing

The filing office is the Rhode Island Department of State, Business Services Division. The formation document is the Articles of Organization; most Rhode Island filings can be made online, and online filings are acknowledged faster than paper ones as a rule. The Department of State states it plainly on its filing-confirmation page: filings are processed within two business days of receipt. No paid expedite is published for LLC filings (checked 2026-11-05). (Processing source: the office’s own page — checked 2026-11-05.) What we commit to in writing, before anything is filed, is the fee, the duty and the due pattern on this sheet.

The foreign-registration warning

Forming in Rhode Island does not licence you to operate everywhere. If your LLC will have an office, employees, inventory or a sustained physical presence in another state, that state will generally require foreign qualification there — a second registration, a second agent and a second set of duties, on top of this one. Non-residents most often trip on this by forming in a low-fee state while living-adjacent operations, warehousing or staff sit somewhere else. The state of formation should follow the business, not the other way round; the diagnostic on this site asks where your customers and operations are for exactly this reason.

Your registered agent in Rhode Island

Every incorporated entity registered with the RI Department of State must have both a registered agent and a registered office on file. Agent must be a Rhode Island resident or an incorporated entity qualified to do business in RI, with a Rhode Island street address (registered office), available during normal business hours to accept service of process; P.O. Boxes and shipping/postal company addresses are not allowed.

Formation Complete includes the registered agent for year one. From year two the renewal is $149 a year — the same figure on every sheet in this Atlas, because the agent’s job (a real address, a person or service that can receive process, and forwarding that actually reaches a founder overseas) costs the same diligence in Providence as anywhere else. If you move the agent elsewhere, the duty calendar below does not move with it: the report duty belongs to the LLC, not to the agent.

Duty calendar

Annual report — file Feb 1–May 1 — $50; plus a $400/yr annual charge to the Division of Taxation.

Filled cell = a month in which this state’s duty falls due.

The recurring duty is the line that decides what Rhode Island costs you in year three, not just year one. Annual report — file Feb 1–May 1 — $50; plus a $400/yr annual charge to the Division of Taxation. Priced into the five-year table on this sheet at $450 a year (annualised), it is the difference between a cheap formation and a cheap company.

If it is late. $25 late filing penalty applied June 1 (plus $3.00 to file online), per the SOS annual report table; the table also lists a $2.50 enhanced access online fee on top of the $50 filing fee.

If the duty is missed altogether. Entities that fail to file an annual report will no longer be in Good Standing with the RI Department of State and will have their entity revoked (SOS article). Revoked entities must take additional steps before filing an annual report.

Cost of ownership

Formation Complete $399 one-time + state fee at cost; agent renewal $149/yr from year 2; state duty annualised from the verified figure on this sheet.
Horizon	Total paid	What it contains
Year 1	$549	$399 package + $150 state fee; agent year 1 included
By end of year 2	$1,148	Year 1 + $149 agent renewal + $450 state duty
By end of year 5	$2,945	Year 1 + four renewals + four years of state duty

Compare that five-year figure, not the formation fee, against any other state you are considering — the compare tray in the Atlas does it side by side for up to three states. A state that is $100 cheaper to form and $300 a year heavier to keep is the expensive state.

The Atlas arithmetic for Rhode Island: formation fee $150 (37th of 49), year one $549 including the $399 Formation Complete package, five years $2,945 (47th of 49). Between year one and year five the only recurring items are the $149 agent renewal and the state duty of $450 a year. The state duty itself makes up 61.1% of the five-year total; the rest is the package and the registered-agent renewal. That sits above the Atlas median five-year cost of $1,260. A formation fee is a one-afternoon number; the five-year total is the cost of actually owning the company, and on that measure Rhode Island runs above the median state.

Non-resident specifics in Rhode Island

Rhode Island’s recurring state cost for a domestic LLC is the duty on this sheet — Annual report — file Feb 1–May 1 — $50; plus a $400/yr annual charge to the Division of Taxation. Two cautions decide whether that stays the whole story. First, tax follows activity, not paperwork: if your customers, property or people are in another state, that state can require foreign qualification there and tax the activity there, whatever this sheet says. Second, an LLC is a state-law shell around a federal tax position: a foreign-owned single-member LLC is disregarded for federal income tax by default, which is exactly the status that carries the Form 5472 duty described in the non-resident section below — the state choice does not change it.

The federal layer, which no state choice removes. A single-member LLC owned by a non-resident is, by default, a disregarded entity for US federal income tax — and since 2017 that status carries an annual information duty: Form 5472 attached to a pro-forma Form 1120, due each year the LLC exists, reporting reportable transactions with its foreign owner (funding the company counts). The penalty for a missing or late Form 5472 starts at $25,000. Multi-member LLCs are taxed as partnerships by default and file Form 1065, with their own withholding questions when US-source income reaches foreign partners. None of this is a reason not to form; all of it is a reason to form with the calendar already drawn. The EIN guide on this site walks the Form SS-4 route for founders with no SSN or ITIN, the CP 575 you receive, and the 5472 duty in full.

Address and banking reality. Your Rhode Island LLC’s address on the state record is its registered office — the agent’s address — which is a service address, not your trading address, and should never be sold to you as one. Banks and payment processors will ask for the beneficial owner’s foreign address and passport-grade identification, and many will ask why the company sits in Rhode Island; “my operations and customers are there” is an answer, a fee table is not. Form where the answer is true.

Plot my route — the 5-question diagnostic Compare Rhode Island in the Atlas

Sources: formation fee and duty verified against official state sources — Rhode Island Department of State, Business Services Division: https://www.sos.ri.gov/divisions/business-services/business-basics/costs-and-fees · duty record: https://www.sos.ri.gov/divisions/business-services/ri-business/file-your-annual-report/ · fees verified 2026-11-03, duties verified 2026-11-04. Federal figures (Form 5472 penalty) per IRS instructions for Form 5472.