Rhode Island Foreign Registration / Corporations

Form 150: how a foreign corporation gets Rhode Island authority

A foreign business corporation obtains Rhode Island authority on Form 150, titled Certificate of Authority, for $310 if it has fewer than 75,000,000 shares. The statute requires a certificate of good standing from the home state with it. We prepare it for $199.

The filing at a glance

Title: Certificate of Authority
Form: Form 150
Law: R.I. Gen. Laws 7-1.2-1405 and 7-1.2-1406
Fee: $310
Attached: A certificate of good standing from the home jurisdiction
Annual report: $50, within 120 days of fiscal year end
Withdrawal: Form 154, $50
Filed with: Rhode Island Department of State, Business Services Division

What the application states

Under section 7-1.2-1405 it gives the corporation's name and home state, the name it elects to use in Rhode Island, its date of incorporation and duration, the street address of its principal office, the name and address of its proposed registered agent, the purposes it will pursue in Rhode Island, the names and addresses of its directors (or its principal officers where the home state requires no directors), and its authorized shares by class, par value and series. The corporation delivers it to the Secretary of State with a certificate of good standing from the proper officer of its home jurisdiction. Once the application conforms and the fees are paid, the Secretary of State files it and issues the certificate of authority.

Exempt activities

A foreign corporation is not transacting business in Rhode Island by carrying on any of these: defending or settling a lawsuit, administrative or arbitration proceeding or dispute; directors' and shareholders' meetings and other internal affairs; bank accounts; offices or trustees that handle the corporation's own securities; sales through independent contractors; solicitation of orders that need acceptance outside the state before they bind; borrowing or lending and holding mortgages and other security; collecting debts and enforcing rights in property securing them; interstate commerce; one isolated transaction completed within thirty days and not part of a series of like deals; acting as general partner of a filed or registered limited partnership; and being a member of an LLC registered in Rhode Island. A Massachusetts or other-state business trust, or any other entity, is treated as a foreign corporation and registers under the same chapter.

Consequences of working without it

By statute 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.

Service of process

When a foreign corporation has no registered agent, the agent cannot be found with reasonable diligence, or the certificate has been suspended or revoked, the Secretary of State is its agent for process. A copy goes by registered mail to the corporation's principal office, and service on the Secretary of State is returnable in not less than 30 days.

Yearly duties

A foreign corporation files an annual report, $50, within 120 days of its fiscal year end, with the late penalty of $25 applied thirty days after the filing period ends. It also owes the Division of Taxation the minimum tax of $400, and the Department says a business corporation's floor is $450 a year with the report fee.

Leaving

A corporation withdraws with a certificate of withdrawal, Form 154, for $50. The application states the corporation's name and home state; that it is not transacting business in Rhode Island and surrenders its authority; that it revokes its registered agent and consents to service on the Secretary of State for claims from the period of authority; and a post office address where the Secretary of State may mail process.

How the other entities differ

Entity	First filing	Fee	Withdrawal
Business corporation	Form 150	$310	Form 154, $50
Nonprofit corporation	Form 250	$50	$10
Limited partnership	Form 350	$100	$50
Limited liability partnership	Form 550	$150	$50

A limited partnership that cancels must provide a letter of good standing.

Naming the corporation

The corporation states its home name and the name it elects to use in Rhode Island. A name already in use in the state is unavailable, and near variants count as the same name.

Getting a certificate of authority in Rhode Island

Order the good standing certificate
From the proper officer of the home jurisdiction.
Pick the registered agent
A Rhode Island street address, never a box.
Complete Form 150
Name, home state, officers or directors, purposes and shares.
Sign and pay
The fee is $310.
Confirm acceptance
Check that the Department accepted the filing.

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.

Corporation questions

Does a corporation need a good standing certificate?

Yes. The statute requires one with the application.

What does Form 150 cost?

$310 for a corporation with fewer than 75,000,000 shares.

When is the corporate annual report due?

Within 120 days of the fiscal year end.

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.