Rhode Island foreign LLC registration: a quick filing and a yearly bill

Yes, before it transacts business there. The LLC statute keeps an unregistered foreign LLC out of Rhode Island courts as plaintiff, and it sets aside 12 activities as not transacting business: defending or settling a lawsuit, administrative or arbitration matter; members' meetings and other internal affairs; bank accounts; offices or trustees that handle the company's own securities; sales through independent contractors; solicitation of orders that need acceptance outside the state before they bind; borrowing or lending and taking mortgages, liens and other security; collecting debts and enforcing rights in the property that secures them; interstate commerce; one isolated transaction finished within thirty days and not part of a run of similar deals; acting as general partner of a limited partnership already filed or registered; and being a member of an LLC registered in Rhode Island.

The Department does not rule on whether a company qualifies for an exception. The transacting-business page walks through the cases.

The application fee is $150. A corporation pays $310 for its certificate of authority, a nonprofit $50, a limited partnership $100 and a limited liability partnership $150, all on the Department's fee schedule. The cost page prices every filing, and the yearly charges are on the same page.

Every registered business owes Rhode Island at least $400 in minimum tax each year, whether or not it did any business and whether or not it made a profit, and the tax is not prorated for a partial year. The LLC also files an annual report, $50, between February 1 and May 1 each year after the year it registered. Together the Department puts the floor at $450 a year.

Cancelling the registration takes a certificate of cancellation, Form 452, for $75. The business has to be current with the Department of State, must file a final return with the Division of Taxation, and certifies under penalty of perjury that it owes no tax. Until the registration is formally closed, the yearly bill keeps arriving.

Rhode Island will not register a name that already exists, and it treats close variants as the same name: an added apostrophe, a swapped ending, a changed number or a leading "The" does not make a name new. Reserving a name costs $50 and holds it for 120 days, though neither reserving nor registering a name here protects it in other states.

If a lender, landlord or licensing office wants evidence that the LLC is in good standing, the Department of State sells a certificate of good standing for $20, a letter of status for the same price and a certificate of fact for $30. Certified copies of a filing cost $10 plus a per-copy charge.

These pages suit owners of companies formed outside Rhode Island who are about to work in the state, or already do, and who want the registration right with the yearly obligations in sight. A company formed in Rhode Island has nothing to register as foreign. Corporations, nonprofits and partnerships use other forms, covered on the corporation page and above.

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.