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PCF makes it fast, easy and cost-efficient to Form a LLC in Rhode Island
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AND keep up with recurring Rhode Island LLC requirements
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PCF has helped thousands of businesses successfully form a LLC Online
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Choose PCF to help you form your Rhode Island LLC and we will notify you each year well in advance of the due date for
any required Rhode Island LLC reporting requirements
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If you're ready to form a Rhode Island LLC online now
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Check our Rhode Island LLC options and prices
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If you need more information about forming a Rhode Island LLC online, the information below may help you understand the requirements and implications of
forming a LLC in Rhode Island.
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Do I need a lawyer to form a Rhode Island Limited Liability Company (LLC)
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The short answer is no.
The state of Rhode Island does not legally require a lawyer to form a
Rhode Island LLC.
Our detailed LLC Information page may help you understand some
of the implications of forming a Rhode Island LLC.
However, if there is anything about forming an LLC in Rhode Island
that you're not sure about you should seek the advice of a competent Rhode Island lawyer, a Rhode Island accountant,
or both before you form a LLC in Rhode Island.
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Once you have made the decision to form a LLC in Rhode Island, a Rhode Island lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new Rhode Island LLC.
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Put the money you save with PCF right where it belongs
into your new Rhode Island LLC
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form a Rhode Island Limited Liability Company (LLC)
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1. Choose a name for your Rhode Island LLC
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- PCF will check to make sure that your Rhode Island LLC name is available, conforms to state of Rhode Island LLC naming
regulations, and will reserve the LLC name with the Rhode Island Secretary of State.
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Your Rhode Island LLC name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Rhode Island LLC name that you choose must be distinguishable from the name of any other registered Rhode Island LLC or other
business entity and the name must also be different from any reserved names on record with the state of Rhode Island.
Your Rhode Island LLC name must not imply that it was formed for a purpose other than that stated in your
Articles of Organization and your Rhode Island LLC name must not be a name that is likely to mislead the public.
Your Rhode Island LLC name must contain, as the last words of the name, "Limited Liability Company" or the abbreviation
"L.L.C." or "LLC".
The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co."
It's important to choose a good name for your Rhode Island LLC because if you want to change it after you form your Rhode Island LLC you
will have to file amended Articles of Organization with the Rhode Island Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your Rhode Island LLC
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- PCF can act as the official Registered Agent for your Rhode Island LLC.
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Every Rhode Island LLC must have an address that is physically located in the state of Rhode Island.
This address is "registered" with the Rhode Island Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Rhode Island to receive all correspondence on behalf of the Rhode Island
LLC is called a "Registered Agent".
You may act as your own Registered Agent, however, many Rhode Island LLCs hire a Registered Agent because they don't have a physical
address within the state of Rhode Island.
Some Rhode Island LLCs hire an outside Registered Agent to provide a distinct level of privacy.
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3. Determine who will be Members and who will Manage your Rhode Island LLC
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- PCF will include Guidelines for Managers in your Rhode Island LLC documents.
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The owners of a Rhode Island LLC are called Members - not partners or shareholders.
(Rhode Island LLCs do not issue stock).
Members make all business decisions and realize the financial benefits generated by the Rhode Island LLC.
Division of ownership and distribution of profits are decided by private agreement among the members.
Each Rhode Island LLC must have at least one member.
Members need not live in the state of Rhode Island or be citizens of the United States.
Managers are responsible for the day to day operation of the Rhode Island LLC.
Members elect or appoint Managers and have the power to remove them.
Managers may or may not be Members of the Rhode Island LLC.
Management for your Rhode Island LLC may be defined in your Articles of Organization or, more commonly, in an Operating Agreement.
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4. Determine how you want to be taxed
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The IRS does not recognize an LLC as a classification for federal tax purposes.
Rhode Island LLC members can elect for the IRS to tax the LLC as a sole proprietorship, partnership, C Corporation, or S Corporation.
This decision may be made after the Rhode Island LLC is created.
If a single member Rhode Island LLC does not declare a tax classification it is taxed the same as a sole
proprietorship.
A multiple member Rhode Island LLC that does not declare a tax classification is taxed as a general partnership.
More specific federal LLC tax information can be found at the
IRS web site.
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| The Rhode Island Corporate Income Tax Rate is 9%. For Rhode Island Corporate Tax Information click here. |
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5. File Articles of Organization with the Rhode Island Secretary of State
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- PCF can draft Articles of Organization that are specific to your Rhode Island business and file them with the Rhode Island Secretary of State.
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A Rhode Island Limited Liability Company is a type of business that is authorized by the state of Rhode Island - not by the federal government.
In order to form a LLC in Rhode Island you must file Articles of Organization with the Rhode Island Secretary of State.
The Articles of Organization must include certain specific information about your Rhode Island LLC.
If the Articles do not conform exactly to state of Rhode Island requirements they will be rejected.
You may subsequently amend the Articles of Organization for your Rhode Island LLC but you will have to pay a fee to the state of
Rhode Island in order to make the changes official.
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6. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your Rhode Island LLC.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Rhode Island LLC.
All Rhode Island LLCs electing to be taxed as a C-Corporation or S-Corporation are required to have an FEIN.
If you do not elect to have your Rhode Island LLC taxed as a Corporation you may still need to get a FEIN if it is composed of multiple members or
if you plan to have employees.
If you plan to form a single-member Rhode Island LLC you may not need a separate FEIN for the LLC if you have no employees.
The sole member of a single member Rhode Island LLC may be able to use his or her Social Security Number instead of applying for an FEIN.
You may request an EIN for your Rhode Island LLC for banking or state tax purposes, but an FEIN may not be required for federal tax purposes depending
on your business circumstances.
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What do I have to do after I form my Rhode Island LLC
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1. Conduct an Organizational Meeting and adopt an Operating Agreement
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- PCF can draft an initial Operating Agreement for your Rhode Island LLC that is based on your specific Rhode Island
business requirements.
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An Operating Agreement defines the rules by which your Rhode Island LLC will operate.
It is the core document that is referred to when issues concerning your LLC need to be resolved.
Operating Agreements may include requirements for almost anything that involves the management and operation of your Rhode Island LLC.
By having an Operating Agreement all Members will be provided with a clear set of rules they have agreed upon thus reducing the likelihood of
disagreement in the future.
Items commonly included in an Operating Agreement for a Rhode Island LLC:
- Rights and duties of Members
- Member contributions
- Record keeping and reporting requirements
- Distribution of profits
- Allocation of losses
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- Management duties
- Meeting requirements
- Voting requirements
- Admission and termination of Members
- Dissolution procedures
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Although an Operating Agreement is not required in the state of Rhode Island, if you plan to form a multiple member Rhode Island LLC
it is highly advisable to have one.
Having an Operating Agreement will save you a lot of time and money should conflict arise down the line.
As your Rhode Island LLC grows over time, you may amend your Operating Agreement as necessary.
When your Rhode Island LLC has an Operating Agreement your business will be governed by your own rules and not some canned business rules created by
the state of Rhode Island.
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2. Open a Business Bank Account in Rhode Island
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It's very important that you have a separate business bank account for your Rhode Island LLC.
Mixing personal and business funds may get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
In most cases you will need a FEIN, a copy of your Rhode Island LLC Articles of Organization, and a resolution identifying authorized signers
if those names are not listed in the Articles.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a Rhode Island LLC doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Rhode Island LLC merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Rhode Island LLC you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Rhode Island LLC vary depending on your business activities
and the specific locations within the state of Rhode Island in which you want to conduct business.
If your Rhode Island LLC will be selling products in Rhode Island you may be required to obtain a Reseller's Permit from the appropriate
Rhode Island state agency.
If your Rhode Island LLC will be selling products in Rhode Island you will also be responsible for all applicable local and state of Rhode Island
sales taxes if there are any.
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4. File the required Rhode Island LLC reports
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Each Rhode Island LLC must file an Annual Report with the Rhode Island Secretary of State.
The Rhode Island Annual Report includes basic information about your Rhode Island LLC.
Failure to submit a properly completed Rhode Island Annual Report to the Rhode Island Secretary of State on or before the
due date may subject the Rhode Island LLC to being administratively dissolved in the state of Rhode Island or having its authority to
transact business in the state of Rhode Island revoked by the Rhode Island Secretary of State.
Penalties may accrue if you fail to file any Rhode Island LLC Annual Report to the Rhode Island Secretary of State
by the due date.
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5. Keep proper records of your Rhode Island LLC on file
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Keep the following records on file and available at the principal business office of your Rhode Island LLC:
- Names and addresses of all Members and Officers of the Rhode Island LLC
- Articles of Organization for the Rhode Island LLC and any Amendments to them
- Copies of all tax returns and reports for the Rhode Island LLC for the last 3 years
- If the Rhode Island LLC has an Operating Agreement, a copy of the Operating Agreement and any Amendments
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Rhode Island Foreign LLC Qualification
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You want to do business in the state of Rhode Island but are registered as a Domestic Corporation or LLC in another state.
In order to legally conduct business in the state of Rhode Island you must register with the Rhode Island Secretary of State as
a Rhode Island Foreign Corporation or LLC.
The process of registering as a Foreign Corporation or LLC in the state of Rhode Island is called Rhode Island Foreign Qualification.
The process of Rhode Island Corporation or LLC Foreign Qualification is similar to the process of forming a Domestic Corporation or LLC in the state of Rhode Island.
Your original formation documents and Corporate Bylaws, or Operating Agreement for LLCs, apply to your Rhode Island Foreign Corporation or LLC.
The Board of Directors and Officers of your Domestic Corporation, or Members and Managers in the case of LLC, have the same roles in the Rhode Island Foreign Corporation or LLC.
For specific requirements to qualify as a Foreign LLC in the state of Rhode Island click here.
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