Rhode Island Foreign Registration / If you are late
The cost of working in Rhode Island unregistered
Working in Rhode Island before registering bars the LLC from the state's courts as plaintiff, and registering costs $150. Elsewhere the statute leaves the company's position largely intact, and it adds two consequences of its own: an appointment of the Secretary of State as agent, and the attorney general's authority to ask a court for an injunction.
What R.I. Gen. Laws 7-16-54 and 7-16-55 provide
| Subject | Position of an unregistered LLC that is transacting business | Statute |
|---|---|---|
| Bringing a lawsuit | Barred until it registers | R.I. Gen. Laws 7-16-54(a) |
| Validity of contracts and acts | Not impaired | R.I. Gen. Laws 7-16-54(b) |
| Defending a lawsuit | Not prevented | R.I. Gen. Laws 7-16-54(b) |
| Service of process | The Secretary of State is its agent for claims from the work | R.I. Gen. Laws 7-16-54(c) |
| Members' liability | Not created solely by working unregistered | R.I. Gen. Laws 7-16-54(d) |
| Attorney general | May sue in superior court to restrain the work | R.I. Gen. Laws 7-16-55 |
The attorney general's power also covers a company that got its certificate on an inaccurate statement.
A dispute, step by step
Take a Massachusetts LLC that has run a Providence workshop for two years unregistered. A customer stops paying. Rhode Island courts will not hear a collection case brought by the LLC until it registers. A suit by the customer is different: the LLC may defend it, and the contract between them is not void. Acceptance of the registration reopens the courts to the LLC from that day.
The cost of fixing it
File the ordinary application: Form 450 with a home certificate no more than 60 days old, and $150. Rhode Island's minimum tax and annual report fees then apply from the registration forward, at $450 a year.
Corporations
For a corporation the statute reads differently: a foreign corporation that transacts business in Rhode Island without a certificate of authority owes all the fees and franchise taxes it would have paid had it applied, plus the penalties for failing to pay them, and the attorney general may bring proceedings to recover them; the superior court may also enjoin a corporation that fails to comply with the chapter or that obtained its certificate on false or misleading representations.
What the filing does not settle
Whether past activity was transacting business, and from what date, turns on your facts, and a Rhode Island business lawyer is the person to ask. The filing is identical either way, and our charge for it is $199.
Why register before the first sale
The court bar bites when a customer stops paying or a contract is broken. Registering first costs $150 and keeps the courts open to the LLC as plaintiff.
Three companies in the same spot
Picture a Massachusetts LLC with a Providence showroom, a Connecticut nonprofit with a recurring Westerly program and a New York corporation with a Cranston warehouse. None can start a Rhode Island lawsuit until it registers, all keep their contracts and defenses, and registration cures all three, though the corporation pays $310.
Steps to cure
Collect the entity facts and the Rhode Island activity dates, choose the resident agent, order the home certificate, complete Form 450 or Form 150, and file. Open the Division of Taxation account if the entity has employees or retail sales. On acceptance the Secretary of State issues a certificate of registration and the company may transact business.
A second route to trouble: the annual report
| Stage | Result |
|---|---|
| The report is due | Between February 1 and May 1, $50 |
| More than 30 days late | A $25 penalty applies, shown from June 1 |
| The reminder letter is returned undeliverable | Revocation proceedings begin for failure to maintain a registered office |
| Revoked | The business must take extra steps before it can file; revocation is not a dissolution and the yearly bill keeps accruing |
A courtesy reminder goes to the registered agent each January.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Penalty questions
Does Rhode Island fine an unregistered LLC?
The LLC statute bars it from suing until it registers; the attorney general may also seek an injunction.
Do the members become liable?
Not solely because the LLC worked there unregistered.
May the LLC answer a suit brought against it?
Yes.
What cures the problem?
Registration on Form 450, $150.
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
- Rhode Island Department of State, business forms fee schedule
- Form 450, application for registration (foreign LLC)
- Rhode Island Department of State, register your business
- Rhode Island online filing system, foreign limited liability company filings
- Rhode Island Department of State, foreign business basics
- Form 150, certificate of authority (foreign business corporation)
- R.I. Gen. Laws 7-16-49, registration of foreign limited liability company
- Rhode Island Department of State, file your annual report
- R.I. Gen. Laws 7-16-54, transaction of business without registration
- R.I. Gen. Laws 7-16-55, action to restrain a foreign limited liability company
- R.I. Gen. Laws 7-1.2-1418, consequences of transacting business without authority
- R.I. Gen. Laws 7-16-50, issuance of registration
- R.I. Gen. Laws 7-16-66, annual report of limited liability companies
- Rhode Island Department of State, costs and fees
Starting work in Rhode Island?
Place the order and we plan the certificate date before anything is filed.