The Rhode Island foreign LLC registration guide, step by step

The rule is that a foreign LLC registers before transacting business, and the statute exempts 12 types of activity from transacting business. Check your Rhode Island activity against that list on the transacting-business page. If you are over the line or want certainty, go on to the name.

According to the Department, the agent is an individual or entity that receives official and legal documents for the business, who must be a Rhode Island resident or an entity qualified to do business in the state, must have a Rhode Island street address and must be available there during normal business hours to accept service of process. The application also appoints the Department of State as fallback agent if the resident agent cannot be found. The resident agent page has the details.

The statute asks the application to give the name and any different Rhode Island name, the home state and date of organization, the resident agent name and address, a statement that the Secretary of State is the fallback agent for service, the address of any office the home state requires, and a mailing address. The online form adds the purpose of the business in Rhode Island, the office the home state requires, a mailing address, whether the LLC is managed by members or managers, and the filer's contact details. A company offering engineering services also needs prior approval from the Board of Registration for Professional Engineers.

Submitting is not the last step. The Department tells filers to confirm that the registration was accepted and says a filing may take between one and three business days to process. On acceptance the Secretary of State issues a certificate of registration and the company is authorized to transact business, subject to suspension or revocation.

The ongoing duty is the annual report, $50, filed between February 1 and May 1 in each year after the registration year. A courtesy reminder goes to the resident agent each January. If the reminder comes back undeliverable, the Department starts revocation proceedings for failure to maintain a registered office. The annual report page explains the form and the penalty.

The business has to be current with the Department of State and has to close its Division of Taxation accounts with a final return, then certifies under penalty of perjury that it has no outstanding tax debts. The certificate of cancellation costs $75. See the cancellation page.

A Delaware LLC selling to Rhode Island hospitals pays Delaware $50 for the certificate, names a Rhode Island agent with a street address, states a purpose, and files Form 450 with the certificate uploaded. Registration and Delaware's annual tax together come to $550, with the Delaware certificate on top.

The exact name, the state and date of organization, who the resident agent is and where in Rhode Island that agent sits, any office the home state requires, a mailing address, the purpose, management details, a contact, and the home certificate. A company offering engineering services also needs its professional board approval as a PDF.

Record the registration date, confirm the agent receives mail at the address on file, open the Division of Taxation account if the LLC has employees or retail sales, and put the annual report window in the calendar for the year after the registration.

A foreign limited partnership files a certificate of registration on Form 350 for $100. An LLP from elsewhere files its statement of registration on Form 550 at $150. A foreign nonprofit corporation files a certificate of authority on Form 250 for $50. The tax and report cycle is the same: a minimum tax of $400 for every registered business and an annual report with a due date set by the entity type. Ask us before ordering for any of these.

A Rhode Island LLC is formed under the state's own LLC Act. A foreign LLC keeps its home-state formation and registers under the same Act. The yearly report is the same filing for both, and so is the minimum tax.

Order the certificate early enough to receive it, but late enough that it is not older than 60 days on the day of filing. If it ages out, order a replacement rather than filing with a stale one.

A registered LLC's resident agent can be served with any process, notice or demand the law allows, and the Secretary of State takes over as agent when there is no resident agent or the agent cannot be found with reasonable diligence. An unregistered LLC transacting business is treated as having appointed the Secretary of State for claims from that work.

Because the minimum tax is not prorated, a registration made late in the year costs as much that year as one made in January. Register when the Rhode Island work begins, not months before.