Rhode Island Foreign Registration / Annual report

Rhode Island's yearly report for foreign LLCs

After registering, an LLC from elsewhere files a Rhode Island annual report between February 1 and May 1 each year for $50, starting in the year after its registration. A report more than thirty days late carries a $25 penalty. The report is the recurring obligation that keeps the registration alive, alongside the minimum tax.

The report at a glance

Name: Annual report (Rhode Island Department of State)
Form: Form 632
Fee: $50
Window: Between February 1 and May 1
Late penalty: $25, applied June 1
Total with penalty: $75
Filed: Online, by mail or in person at the office at 148 W. River Street, Providence
Law: R.I. Gen. Laws 7-16-66

What the report contains

The statute asks for the principal office name and address, the home state, the current mailing address and the name or title of a contact, and a short statement of the business actually done in Rhode Island. The Department adds that the report is short, holds no financial or ownership information, and should list the true principal place of business and not the agent's address. A P.O. box is acceptable there.

The filing window

For an LLC the window runs between February 1 and May 1. A report mailed and postmarked before May 1 is timely. A report that does not conform is returned for correction, and the penalty does not apply if the corrected report comes back within thirty days.

Surveys, NAICS codes and forms

The report asks what business is done in Rhode Island, in a few words, and for a six-digit NAICS code, and carries a short survey that is stripped of identifying information.

Other entities

Entity	Report fee	Window
Foreign LLC	$50	Between February 1 and May 1
Foreign business corporation	$50	Within 120 days of the fiscal year end
Limited partnership or LLP	$50	Within 120 days of the fiscal year end

A nonprofit corporation's report costs $20. The $25 late penalty on the corporate and partnership reports applies thirty days after the end of the filing period.

Late filing in practice

If the window closes with no report filed, the thirty days after it run out, and the penalty of $25 applies from June 1. File as soon as you can.

If the report was filed wrongly

An amended annual report costs nothing, so a mistake can be fixed without a second fee. Use it for a wrong address or a wrong description.

Reminders and the agent

A courtesy reminder is mailed each January to the registered agent of every active business owing a report. If it comes back undeliverable, revocation proceedings begin for failure to maintain a registered office. Keep the agent's address current. The report itself lists the true principal place of business, not the agent's address.

The minimum tax travels with the report

The report fee is only part of the yearly cost. The Division of Taxation's minimum tax of $400 is owed on top, and the Department puts the yearly floor at $450.

If the registration was revoked

A revoked entity is not in good standing and has to take additional steps before filing a report. Revocation is not a dissolution, so the annual taxes and fees continue until the business is formally closed.

A year in the calendar

January: the reminder letter goes to the agent. February 1: the window opens. May 1: the window closes, and a report mailed before then is timely. June 1: the $25 penalty applies to a report that is more than thirty days late.

Before you file the report

Make sure the entity name matches the Department's record, the principal place of business is the real one, the NAICS code fits the main business, and the description of the work is current. File, then keep the confirmation.

Who can file

Any individual authorized by the entity can file the report. An officer, a manager or an adviser can do it.

Annual report questions

When is the first annual report due?

In the calendar year after the LLC registered, in the window that opens February 1.

What does it cost?

$50, or $75 with the penalty.

Where can it be filed?

Online, by mail or in person.

Does it list the members?

No. It holds no ownership information.

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.