Rhode Island Foreign Registration / Resident agent
The resident agent rules for a foreign LLC in Rhode Island
A foreign LLC registering in Rhode Island for $150 names a resident agent, who must be a Rhode Island resident or an entity qualified to do business in the state, with a Rhode Island street address where the agent can be found during normal business hours to accept service of process. Changing the agent costs $20.
Who qualifies
The Department of State describes the agent this way: 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.
Addresses that do not qualify
P.O. boxes, shipping or postal company addresses and virtual business addresses all fail the test. An address that cannot take a process server in person is not an agent address.
The Secretary of State as fallback
The application makes the Department of State the LLC's agent whenever there is no resident agent or the agent cannot be found after reasonable diligence. A company working in the state unregistered makes the same appointment for claims from that work. The Secretary of State charges $15 to accept service, two copies.
Service on the agent
The resident agent of a registered foreign LLC is its agent for any process, notice or demand the law allows to be served on it. The agent therefore needs to forward papers promptly.
Reminders and the agent
A reminder letter goes to the registered agent each January for every active business owing an annual report. If it is returned undeliverable, revocation proceedings can follow for failure to maintain a registered office.
Filings that change the agent or the office
| What changes | Form no. | State fee |
|---|---|---|
| New resident agent for an LLC | Form 642 | $20 |
| New resident office only | Form 642 | No fee |
| New agent for a corporation | Form 640 | $20 |
| Correction of a statement | Form 403 | $50 |
The Department marks the agent change as available online.
Ordering through us
Without a Rhode Island agent of your own, let us serve, or give us the name of the agent you hold. We then write it onto Form 450.
A corporation as the foreign entity
For a foreign corporation the fallback works the same way, and service on the Secretary of State is returnable in not less than 30 days. Keep the agent's address current so that process and the January reminder reach someone.
Choosing between yourself and a service
An owner who lives in Rhode Island and works from a street address there can be the agent. Everyone else needs someone who is a resident or an entity qualified in the state. The agent has to be available during normal business hours.
Questions for a paid agent
Find out where papers go after they arrive, how quickly they are forwarded, the annual price, and whether the agent will sign an agreement before your application names it. Raise the January reminder letter too, so it reaches someone who will act.
What an agent does not do
The agent receives legal papers. It does not file your annual report, pay your taxes or answer a lawsuit. Those stay with the company.
When the agent changes
File the change before the old agent stops serving, so the application never lacks an agent the Department can reach.
Keeping the agent record accurate
A statement on the application that has become wrong, other than a mailing address or an agent change, is corrected promptly by a filing. An agent change has its own short form.
The agent and the annual report
The reminder about the annual report goes to the registered agent, and the report itself asks for the principal place of business and not the agent's address. Keep the two straight so the company's mail goes where it can be read.
Resident agent questions
Can I be my own resident agent?
Yes, if you live in Rhode Island and can be found at a street address there during business hours.
Can a virtual office be my agent address?
No. Virtual business addresses are not allowed.
What if my agent cannot be found?
The Secretary of State is appointed to accept service in that case.
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 7-16-50.1, service of process on foreign limited liability company
- R.I. Gen. Laws 7-1.2-1410, service of process on foreign corporation
- R.I. Gen. Laws 7-16-52, amendments to registration
Starting work in Rhode Island?
Place the order and we plan the certificate date before anything is filed.