Forming an LLC in Rhode Island costs $150 to file Articles of Organization (Form 400) with the Rhode Island Secretary of State, with online approval through the Business Services Online portal in 1–3 business days. The annual report is $50, due between February 1 and May 1 each year. Rhode Island has no LLC franchise tax for pass-through entities, and the top individual income tax rate is 5.99%. Sales tax is a flat 7%. Rhode Island's economy is anchored by marine industries (the world's largest concentration of yacht builders and marine engineering in Newport), defense (Naval Station Newport is a major U.S. Navy installation), a growing biotech presence around Providence (Brown University), and hospitality. The state's small geographic footprint means access to state agencies is unusually easy — you can drive across the entire state in under an hour.
How much does a Rhode Island LLC cost?
Budget at least $299 to launch a Rhode Island LLC in year one: $150 to file your Articles of Organization with the Secretary of State (processed in 3–5 business days) plus roughly $149 if you hire a registered agent service. After that, the state keeps costs predictably low — just a $50 annual report each year. By year five, your cumulative spend lands around $499 without a registered agent, or $1,095 if you keep the agent service throughout. Rhode Island has no franchise tax, no minimum business tax, and no publication requirement — making it one of the more affordable states on the East Coast. The one cost to watch: if you let the annual report lapse, the state can administratively dissolve your LLC, forcing a reinstatement fee on top of the missed filing.
Why form your LLC in Rhode Island
Marine industries, defense (Naval Station Newport), and a growing biotech presence around Providence. Compact regulatory environment — easy access to state agencies.
- Compact regulatory environment — easy access to state agencies
- Strong marine and defense industries (Newport)
- Growing biotech presence (Brown University, Providence)
- No LLC franchise tax for pass-through entities
- Online approval in 1–3 business days
- Hospitality and tourism economy
Best fit for: Marine & defense · Biotech (Providence) · Hospitality
Don’t want to file yourself? Northwest Registered Agent files your Rhode Island LLC for $39 + state fee and acts as your registered agent the first year free.
How to form a Rhode Island LLC in 7 steps
- 1Search the Rhode Island business name database
Use the Rhode Island SOS Business Services Online portal to search names. The name must include "Limited Liability Company", "L.L.C.", or "LLC". Reserve a name for $50 (held 120 days) if needed.
- 2Appoint a Rhode Island resident agent
Required to have a physical Rhode Island street address. Can be the LLC owner if they're an RI resident, or a commercial registered agent service.
- 3File Articles of Organization (Form 400)
File online through Business Services Online for $150. Standard processing is 1–3 business days. The Articles include LLC name, resident agent, principal office, NAICS code, member/manager structure, and signature.
- 4Draft an Operating Agreement
Not required by RI law but strongly recommended. Defines membership interests, voting, profit/loss splits, and dissolution. Banks routinely ask for it.
- 5Apply for an EIN with the IRS
Free at irs.gov, takes 10 minutes online. Required for opening a business bank account, registering with the Rhode Island Division of Taxation, and filing federal taxes.
- 6Register with the Rhode Island Division of Taxation
Register through RI Combined Online Registration for sales and use tax (if you sell taxable goods/services), withholding tax (if you have employees), and any industry-specific accounts.
- 7Calendar the annual report
Rhode Island LLC annual reports are due between February 1 and May 1 each year. The fee is $50. File through Business Services Online. Late filings incur a $25 penalty.
File directly with Rhode Island Secretary of State →
Rhode Island LLC taxes & compliance
Standard fees, no surprises. Sales tax is a flat 7%; top income tax is 5.99%.
Ongoing compliance checklist
- Annual report — $50, due February 1 to May 1
- No franchise tax for pass-through LLCs
- Sales and use tax filings (RI Division of Taxation)
- Withholding tax filings if you have RI employees
- Federal income tax (Form 1065 multi-member, Schedule C SMLLC)
Registered agent rules
Required — RI street address.
Hidden costs new Rhode Island LLC owners forget
- Combined sales tax: flat 7% statewide
- Annual report fee: $50, due February 1 to May 1
- Top individual income tax of 5.99%
- Foreign LLC qualification: $150
- Local property taxes can be material
- Late annual report: $25 penalty
Should you use a formation service in Rhode Island?
You can absolutely file directly with the Rhode Island Secretary of State for the $150 state fee. The reasons most Rhode Island owners use a service anyway are (1) registered-agent privacy — keeping their home address off public filings — and (2) calendar reminders for ongoing compliance.
Have Northwest form your Rhode Island LLC for $39 + state fee
Free registered agent for the first year. Real human support. Privacy-by-default — your home address stays off public filings.
Free tool
See the real 5-year cost of a Rhode Island LLC
Filing fee · registered agent · annual report · franchise tax — all calculated, year by year.
Open cost calculator for Rhode Island →Rhode Island's November 1 annual report trap catches out-of-state owners
Rhode Island's LLC environment is genuinely low-cost compared to neighboring Massachusetts and New York: a $150 one-time filing fee and a flat $50 annual report fee with no franchise tax imposed on pass-through LLCs. However, the state's annual report due date — November 1 — is one of the most unusual in the country. Most states cluster their deadlines in spring (April–June) or tie them to the LLC's anniversary month. Rhode Island's November 1 hard deadline means owners who manage multi-state LLCs often miss it, because their mental calendar is anchored to other states' spring filings. A missed filing triggers late fees and, if prolonged, administrative dissolution. One additional trap: if your Rhode Island LLC elects to be taxed as a C-corporation for federal purposes, it becomes subject to Rhode Island's Business Corporation Tax with a $400 annual minimum — a sharp jump from the $50 pass-through rate. Rhode Island imposes no newspaper publication requirement (unlike New York) and no separate initial report beyond the Articles of Organization, keeping the formation process clean and fast, typically processed within 5–7 business days online.
Year 1: $150 (Articles of Organization filing fee) + $149 (registered agent service) + $50 (first annual report, due November 1) = $349 total. By Year 5: approximately $745 total — driven almost entirely by the $149/yr registered agent and $50/yr annual report, with no franchise tax added for pass-through LLCs. Rhode Island's ongoing cost is among the lowest in New England.
The most common Rhode Island-specific mistake is treating the November 1 annual report deadline like a spring obligation. Owners accustomed to states with April or June deadlines simply do not have November on their compliance calendar. Rhode Island charges late fees and can administratively dissolve the LLC — and reinstatement requires paying all back fees plus a reinstatement filing, erasing the cost advantage that made Rhode Island attractive in the first place.
Rhode Island LLC: frequently asked questions
How much does it cost to start an LLC in Rhode Island?
Rhode Island SOS charges $150 to file Articles of Organization. The annual report is $50, due February 1 to May 1. Realistic year-one cost: $150. Ongoing yearly cost: $50.
How long does it take to form an LLC in Rhode Island?
Online filings through Business Services Online approve in 1–3 business days. Mail filings take 5–7 business days. Rhode Island does not offer a separate paid expedited tier.
Does Rhode Island have an LLC franchise tax?
No franchise tax for LLCs taxed as pass-through. Owners pay personal income tax (graduated up to 5.99%) on their share of LLC profits. LLCs that elect C-corp taxation are subject to RI corporate income tax (7%) plus a $400 minimum corporate tax.
When is the Rhode Island LLC annual report due?
Between February 1 and May 1 each year. The fee is $50. File through Business Services Online. Late filings incur a $25 penalty.
What's the Rhode Island LLC tax rate?
RI has graduated individual income tax topping at 5.99%. Sales tax is a flat 7% statewide. LLCs taxed as pass-through don't owe state-level entity tax — owners pay on their share of profits.
Can a non-resident form an LLC in Rhode Island?
Yes. RI has no residency requirement for LLC members or managers. You only need an RI-based resident agent. Out-of-state owners commonly use a commercial resident agent service.
Is Rhode Island a good state to form an LLC?
For RI residents and businesses tied to marine industries (Newport), defense, biotech (Providence/Brown), or hospitality: yes. The state's small footprint makes regulatory access easier than larger states. The $150 + $50 fee structure is moderate. For non-RI businesses, neighboring Connecticut or Massachusetts may have stronger industry clusters.
Do I need a business license for an RI LLC?
RI does not have a state-level general business license. Specific industries (real estate, contractors, food service, professional services, alcohol) require state licensing. Some cities require local business registration.