Rhode Island Foreign Registration / Form 450
Rhode Island Form 450, part by part
Form 450 is Rhode Island's Application for Registration for a Foreign Limited Liability Company, and the fee is $150. It states the company name, the home state and date of formation, the resident agent, the home office, a mailing address, the purpose and the management, and a home certificate not older than 60 days travels with it. Our price for preparing it is $199.
The application at a glance
- Title
- Application for Registration for a Foreign Limited Liability Company
- Form
- Form 450
- Law
- R.I. Gen. Laws 7-16-49
- Fee
- $150
- Filed with
- Rhode Island Department of State, Business Services Division
- Attached
- A certificate of good standing or a letter of status from the home state
- Certificate age
- At most 60 days
- Signed by
- A person with authority to do so under the law of the home state
What the statute makes the application say
Section 7-16-49 lists the content: 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 version of the form follows it and adds a few more fields.
The company name
The first entry is the company's name exactly as the home state has it and, if it differs, the name it proposes to use in Rhode Island. A permitted name need not match the one used at home. A name that already exists in Rhode Island cannot be used, and near variants count as the same name.
Home state and date of organization
State the jurisdiction whose law organized the LLC, and the date of organization. The home certificate carries both, and the application should match it.
The resident agent
The application names the resident agent and gives a Rhode Island street address. The qualifying agent is a Rhode Island resident or an entity qualified to do business in the state, and the address must satisfy this test: a Rhode Island street address where the agent can be found during normal business hours to accept service of process. Boxes, shipping and postal company addresses and virtual business addresses fail it.
The Secretary of State as backup
A fixed article makes the Department of State the LLC's fallback for service of process, should the resident agent be missing or impossible to find with reasonable diligence. The signer does not write it; it is built into the form.
The home-state office and the mailing address
One article is for the office the home state requires the LLC to keep, if any; another is for the LLC's mailing address. A company with no required home office leaves the first blank.
Purpose and management
The application states the purposes the LLC will pursue in Rhode Island, then says whether it is managed by its members or by managers. Only a manager-managed LLC lists the managers' names and addresses.
Filer contact details
A last block takes the name, business, address, phone and email of whoever is filing. The filing is then returned there.
The home certificate
The filing needs a certificate of good standing or legal existence from the state or country of formation, dated within 60 days of the date of filing, which must accompany most applications. Upload a scanned PDF. If the certificate passes sixty days while the file is being finished, order a new one.
Fee, signature and filing
The fee is $150. A person with authority to do so under the law of the home state signs. Form 450 can be filed online, and a filing may take between one and three business days to process, after which the filer should confirm that it was accepted.
What comes back
When the application is accepted the Secretary of State issues a certificate of registration, and the LLC is authorized to transact business, subject to the State's right to suspend or revoke.
Why an application comes back
The common causes are a certificate older than sixty days, a name that is already in use, an agent address that is a box or a virtual address, a missing signer, and a licensing approval that was required and not attached, as with engineering services.
Filing Form 450 through us
You answer questions about the company, the agent and the signer. We draft the application, test the certificate date against the limit, check the agent entry, and file. Our charge is $199 and the state's is $150.
Filing Form 450 through us
Send the company profile
Name, jurisdiction and date of formation, agent, offices and management style.
Get the home certificate
Pick a date that keeps it within 60 days of filing.
Review and sign
A person with authority to do so under the law of the home state signs.
We file
Form 450 goes in with the $150 fee and the certificate.
Confirm
We check that the Department accepted it and return the registration.
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.
Form 450 questions
Who signs Form 450?
A person the LLC's home state law allows to sign for it.
Does it list the members?
Only a manager-managed LLC names managers; a member-managed LLC lists nobody.
Can I file it online?
Yes, the fee schedule marks it as an online filing.
How old can the certificate be?
At most 60 days.
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 7-16-51, name registration by a foreign limited liability company
- Rhode Island Department of State, your name
- R.I. Gen. Laws 7-16-54, transaction of business without registration
- R.I. Gen. Laws 7-16-50, issuance of registration
Starting work in Rhode Island?
Place the order and we plan the certificate date before anything is filed.