Rhode Island Foreign Registration / Delaware LLCs

Taking a Delaware LLC into Rhode Island

A Delaware LLC pays Rhode Island $150 to register and Delaware $50 for the certificate, $200 on day one. After that it carries a Delaware tax of $400 and Rhode Island's annual report and minimum tax. Registration plus Delaware's tax is $550.

Delaware and Rhode Island side by side

Item	Delaware	Rhode Island
Yearly charge	$400 tax	$50 report plus $400 minimum tax
Due	June 1	Between February 1 and May 1
Late charge	$200 penalty and interest	$25 penalty on the report
Home paper	Certificate at $50	Dated within 60 days
Original filing	Already formed	$150 registration
In-state presence	Delaware registered agent	Rhode Island resident agent

The two states keep separate calendars, so one payment never satisfies the other.

Completing Form 450 for a Delaware LLC

Give the name as Delaware has it and Delaware as the state of organization, with the date from the certificate of formation. The resident agent is a Rhode Island agent, not the Delaware one. The home-state office article takes the Delaware registered office address, and the management article follows the Delaware operating agreement.

The certificate

Delaware sells a certificate of good standing for $50, and Rhode Island accepts one no older than 60 days on the filing date. Order it when the Rhode Island file is almost done, upload it with the application, and keep the date inside the window.

Delaware home upkeep

Delaware wants $400 by June 1, and a late payment draws a $200 penalty.

Rhode Island tax is on top

The Rhode Island minimum tax of $400 is owed whether or not the LLC does any Rhode Island business, so a Delaware LLC that registers adds that to its Delaware tax every year.

Year one in numbers

Rhode Island's registration is $150. Delaware's certificate adds $50. Together that is $200. In each later year the LLC pays Delaware $400, Rhode Island $50 for the report and $400 in minimum tax.

Worth knowing about the Delaware tax

Delaware's annual tax is due on June 1, about a month after Rhode Island's report window closes, so the two bills fall in different months. Delaware adds $200 for a late tax.

Correcting the Rhode Island record

When a statement on the application was wrong, or something changes such as the mailing address or the agent, the LLC files a correction promptly. An amendment is $50, a certificate of correction $50 and a new resident agent $20; a change of resident office alone has no fee. These are Department of State fees, separate from Delaware's charges.

Delaware series LLCs

A Delaware LLC with series describes that in its purpose and management answers, and it registers once as a single entity.

A new Delaware LLC

A brand-new Delaware LLC files the same Form 450. The formation date goes in the date-of-organization item, and the certificate, orderable once the LLC exists, goes along with the filing.

Dissolving the Delaware LLC later

Cancel the Rhode Island registration on Form 452 once the Division of Taxation steps are done; a registration left in place keeps the yearly bill running.

Showing the Delaware LLC is registered

The filed registration serves as evidence in Rhode Island, and a Rhode Island good standing certificate, $20, is there for anyone who wants an official one.

Delaware corporations and nonprofits

A Delaware corporation uses Form 150 at $310 and attaches a Delaware good standing certificate, while a Delaware nonprofit pays $50.

Choosing the Rhode Island agent

Keep the Delaware agent. For Rhode Island a separate agent is needed: a Rhode Island resident or an entity qualified to do business in the state, with a Rhode Island street address where the agent can be found during normal business hours to accept service of process. A service that is not qualified in Rhode Island does not fit.

The purpose statement

Form 450 asks what the LLC will do in Rhode Island. A Delaware LLC selling software or services to Rhode Island customers can answer in a short plain sentence.

Registering a Delaware LLC in Rhode Island

Check Delaware standing
Confirm that Delaware lists the LLC as being in good standing.
Request the certificate
Delaware issues it; it must fall within 60 days of filing here.
Select the Rhode Island agent
A resident, or an entity qualified here, with a street address.
Finish Form 450
Name Delaware as the state of organization.
Sign and file
Pay $150.

Delaware LLC questions

Does Rhode Island accept a Delaware certificate?

Yes, one dated within 60 days of the filing.

Can my Delaware agent serve in Rhode Island?

Only if it is qualified in Rhode Island and has a street address there.

Which date comes first, Delaware or Rhode Island?

Rhode Island's report window runs between February 1 and May 1; Delaware's tax is due June 1. Each state keeps its own calendar.

Fees

Register in Rhode Island

Rhode Island

$199

+ $150 Rhode Island fee

Form 450 for an LLC, drafted from your answers
Your home certificate's date tested before anything is filed
A Rhode Island resident agent, ours or the one you name
The accepted registration sent back to you
Renewal: after the first year, the agent service renews at $149 a year

$150 is Rhode Island's fee for an LLC and shows apart from our charge; other entity types are on their own pages. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Official sources

Starting work in Rhode Island?

Place the order and we plan the certificate date before anything is filed.