Rhode Island Secretary of State Corporations: How to Form Your Business

The Secretary of State Corporations Division is charged with administering the Uniform Commercial Code, filing documents relating to domestic and foreign business corporations, partnerships, limited liability companies, motor carriers, charitable organizations, including charities and non-profits.

The section also records liens against personal property within the state. This Rhode Island Department of State Corporations also administers election laws for all state offices, including primaries and special elections called by the Governor or by the General Assembly.

Forming a corporation in Rhode Island

To start a new corporation or limited liability company (LLC) in Rhode Island, the incorporator files Articles of Incorporation with the Secretary of State Corporations Division. The articles must contain:

  • the legal entity name
  • its purpose
  • stock structure
  • number of shares and par value per share
  • how many shares are to be initially subscribed and by whom.

A list of at least three individuals is required for each business location. Where the principal office will be located must also be included. The articles do not need to include any information on initial directors or stockholders (the only exception being if it is desired that special provisions shall become effective upon the happening of certain events).

The filing fee was $150 as of 2015; corporations operated under older versions of this code had their fees capped at $75 until 2002.

Corporation search procedure

Availability Search for a Rhode Island corporation:

1) click the name link on this page to be taken to the corporation status page; or,

2) use Corporation Name Search and select “Rhode Island” as the jurisdiction

From the Rhode Island Secretary of State Corporations Division website, you can also search by:

  • Corporate ID Number (also called Central Index Key, CIK number);
  • Person/Business Name;
  • Registered Agent;
  • Registered Office Address;
  • Type of Entity;
  • Date Established.

The Secretary of State’s website offers both state and national level searches that include primary source documents such as articles of incorporation, annual reports, and franchise tax reports.

Corporate Name Requirements

The Secretary of State may refuse to accept for filing any document required to be filed under the Uniform Commercial Code if it does not comply with this section.

No filing or fee will be returned because of a technical objection, so if you want your transaction to go smoothly, include all necessary information on the document you file.

If your business name is different than the legal business name stated on your certificate of authority (license), then you must also register that fictitious name with the Secretary of State Corporations Division.

Principal office location

The principal office for corporations must be within Rhode Island. A post office box or official filing agent is not acceptable as the business address of the principal office.

Registered agents

Every corporation doing business in Rhode Island must maintain a registered agent and office, whether it’s located in Rhode Island or another state.

The only exception applies to publicly traded corporations; they are required to appoint an authorized agent who resides in that state or other area served by the secretary of state (the “service region”).

This process can be complicated for out-of-state businesses, but qualified corporate service providers can accelerate this process by maintaining your business entity records on your behalf, so you don’t have to worry about anything except what happens at your business itself.

Annual Reports

All corporations in Rhode Island are required to file an annual report with the Secretary of State annually on the anniversary date of filing your Articles of Incorporation. The fee for filing this report is $50 per year.

Get Rhode Island Business Licenses

The Secretary of State Corporations Division maintains a list of all Rhode Island business license requirements. This list is quite complete and includes links to the online application forms.

IRS Employer Identification Number (EIN)

You can obtain your Rhode Island EIN either by submitting an SS-4 form over the phone to the IRS, or you can file electronically via their website (www.irs.gov). You may also request your Rhode Island EIN by mail if you are unable to use the automated methods. Just send a written request, along with a copy of your business license and any state tax registration certificate, to:

Internal Revenue Service Austin, TX 73301-0027

Conclusion

If you plan on starting a business in Rhode Island, remember to get your corporation registered with the Secretary of State Corporations Division and obtain your Rhode Island business license.

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