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LLC Formation in Rhode Island

Rhode Island has unique requirements for forming an LLC (Limited Liability Company). Taking the time to learn the basics of those requirements can make the formation process go more smoothly.

Naming your RI LLC

Your LLC’s name must contain one of the following: "Limited Liability Company," "LLC," “llc,” "L.L.C." or “l.l.c.” Plus, the name must be distinguishable from the name of any other entity (e.g., LLC, corporation, limited partnership) that is in use, reserved or registered in Rhode Island.

Member/Manager information

The following are Rhode Island’s requirements for the members/managers of LLCs:

  • Minimum number. LLCs must have at least one member.
  • Residence requirements. Rhode Island does not have a provision specifying where members/managers must reside.
  • Age requirements. Rhode Island does not have age requirements for members or managers.
  • Inclusion in the Articles of Organization. If the LLC is managed by managers, the names and addresses of the managers are required to be listed in the Articles of Organization. Members names are not required to be listed

Requirements for the Articles of Organization

A Rhode Island LLC is formed by filing Articles of Organization and paying the required filing fee. While every state will ask for the LLC’s name and the name/address of its Registered Agent, each state will require additional information that is unique to it. Rhode Island’s Articles of Organization requirements include:

  • How the LLC will be treated for federal tax purposes—as a partnership (the federal tax default for multi-member LLCs); a “disregarded entity” for tax purpose (the federal tax default for single-member LLCs); or a corporation (a federal tax election that can be made by the LLC).
  • The LLC’s address, if it is known at the time the Articles are filed
  • Whether the LLC will be member-managed or manager-managed. If manager-managed, the names and addresses of the initial managers must be provided.

Registered Agent

You must list the name and address of your LLC’s Rhode Island Registered Agent in the Articles of Incorporation. The address must be a physical street address in Rhode Island, not a post office box.  Your agent must be available during normal business hours to accept Service of Process and other important legal and tax documents for the business.

Professional services businesses

Rhode Island does not have separate provisions for a Professional Limited Liability Company (PLLC), but it does allow professionals, such as accountants, attorneys, and physicians, to form a regular LLC, subject to certain additional membership and liability requirements.

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