Rhode Island Foreign Registration / Doing business

Must an LLC formed elsewhere register in Rhode Island?

Before a foreign LLC transacts business in Rhode Island it has to register, and R.I. Gen. Laws 7-16-54 exempts 12 types of activity, among others. Registering costs $150. This page explains how the Department and the statute treat the question.

Who decides

The Department does not tell a company whether it qualifies for an exception. The Department points filers to the statute for their entity type: R.I. Gen. Laws 7-16-54 for LLCs, 7-1.2-1401 for corporations, 7-13.1-1005 for limited partnerships and 7-12.1-1005 for limited liability partnerships.

The exempt activities for an LLC

The statute names these: defending or settling a lawsuit, administrative or arbitration matter; members' meetings and other internal affairs; bank accounts; offices or trustees that handle the company's own securities; sales through independent contractors; solicitation of orders that need acceptance outside the state before they bind; borrowing or lending and taking mortgages, liens and other security; collecting debts and enforcing rights in the property that secures them; interstate commerce; one isolated transaction finished within thirty days and not part of a run of similar deals; acting as general partner of a limited partnership already filed or registered; and being a member of an LLC registered in Rhode Island.

What the list does not say

It does not mention employees, offices, warehouses, stores or regular local sales. Those are the things it leaves outside, and they are the kinds of activity that point toward registering.

Common situations

What the company does in Rhode Island	On the exempt list?	Points toward
Defends or settles a lawsuit	Yes	Staying unregistered
Holds members' meetings in Newport	Yes, internal affairs	Staying unregistered
Keeps a Rhode Island bank account	Yes	Staying unregistered
Sells through independent distributors	Yes	Staying unregistered
Sells by orders accepted only at the home office	Yes	Staying unregistered
Does one job finished in thirty days	Yes, if isolated	Staying unregistered
Opens a store or office	No	Registering
Hires staff to run its regular business	No	Registering

The rows read the statute in general terms. The facts of your company settle the answer.

Why a list of exemptions

The statute names what is exempt and stops there. Reading it well means taking each thing the company does in the state, checking it against the list, and then asking whether anything is left over. What is left over is where the question lives.

Three companies, three answers

A software company that sells to Rhode Island customers from an office in another state, with orders accepted at its home base, fits the order-solicitation item. A Connecticut contractor that crews a six-month job in Kent County has done more than an isolated transaction finished within thirty days. A Massachusetts LLC with a staffed Providence office is doing regular local business that the list does not cover.

Partners and members

Two items concern partners and members: serving as general partner of a Rhode Island limited partnership that has filed, and holding membership in an LLC that is registered here. So a holding company whose sole link to the state is a stake in a registered LLC stands apart from the operating company.

What registering brings

On acceptance the Secretary of State issues a certificate of registration and the company may transact business, subject to the State's right to suspend or revoke. Registering costs $150 for an LLC, and from that day the court bar no longer applies to it.

Registration and tax are separate questions

Registering is about the right to sue and to be on the register. Tax follows its own test. The Department says a foreign entity is subject to Rhode Island tax if it conducts business in the state and has income apportionable to it, and it refers filers to the Division of Taxation regulation on nexus. Needing to register and owing tax are different questions; either can be true without the other.

Staff and premises

The list says nothing about employees working in the state or a Rhode Island office or store. A company with either has to decide whether it is doing the regular local business the list leaves out, and the Department says that decision belongs to the company.

Past the line already

Under the statute an unregistered foreign LLC transacting business in Rhode Island may not maintain any action, suit or proceeding in a Rhode Island court until it registers; its contracts and acts stay valid and it may defend an action or suit; by transacting business it appoints the Secretary of State as its agent for claims arising from that business; and a member is not liable for its debts solely because it transacted business without a valid certificate of registration. The attorney general may also sue in superior court to restrain a company that is breaking the chapter. Registering ends the court bar going forward. Whether past activity counted, and from when, is a matter for a Rhode Island business lawyer, and we prepare the filing for $199.

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.

Scenario questions

Does owning a Rhode Island rental property trigger registration?

The LLC statute's list has no rental property entry, so the answer depends on how the company uses the property.

Can an unregistered LLC sue in Rhode Island?

Not until it registers.

Does an employee working from home in Rhode Island require registration?

Employees are not on the exempt list.

Does a bank account trigger registration?

No. It is on the list.

Does the list protect against Rhode Island tax?

No. Tax follows its own nexus test.

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.