How To Incorporate In Rhode Island

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1. Choose a Name for Your Rhode Island Corporation

Check on Available Names in Rhode Island: Before you file to incorporate your small business in the state of Rhode Island, you should choose a unique name for your corporation. You will need to do an extensive search to find out if the name that you plan to use for your corporation is available. You can start by searching online records and other archives and catalogs such as the database of registered Rhode Island corporations that is available online at Rhode Island Corporation.

Reserve a Corporate Name: If you want to reserve a corporate name, you will need to submit a name reservation application to the office of the Rhode Island Secretary of State. You can download this application form online at Reserve a Rhode Island Corporate Name. There is a fee of $50.00 to reserve a name and the name remains reserved for 120 days.

Filing Trademarks and Doing a Corporate Name Search: You might find that the name that you want to use for your corporation is available in the state of Rhode Island but in use by a corporation in another state. You may discover that there are restrictions on your use of the corporate name that you have chosen. It is best to consult an attorney so that you can learn what these restrictions are and how you can prepare to trademark the name of your corporation.

Rhode Island Corporate Name Requirements: When you are naming your corporation, you should remember that in the state of Rhode Island corporate names must include the word “corporation,” “incorporated,” “limited,” “company” or an abbreviation of one of these words.

2. Find a Registered Agent in Rhode Island 

Your corporation must have a registered agent who will act as an agent for service of process and receive all legal and tax documents for your corporation.  An adult resident of Rhode Island or a corporation can act as your registered agent. There are companies that provide registered agent services.

3. File Articles of Incorporation with the Rhode Island Secretary of State

Minimum Requirements: When you are ready to file Articles of Incorporation with the Rhode Island Secretary of State, you should download the form for this document online at File a Rhde Island Corporation. The Articles of Incorporation of your corporation will need to include the name of your corporation, the name and address of your registered agent, the number of shares authorized by your corporation, and the name and address of each of the incorporators. All of the incorporators will need to sign the Articles of Incorporation before you send the document to the Secretary of State.

Other Rhode Island Legal Provisions: When you are preparing Articles of Incorporation for your corporation, you should consider including other legal provisions in addition to the minimum requirements listed above. It is best to consult an attorney when you are preparing this document so that you can include whatever legal provisions are most important for your corporation.

Where to Submit Form: You should submit your signed Articles of Incorporation document to the Office of the Secretary of State, Division of Business Services, 148 W. River Street, Providence, Rhode Island 02904-2615.

Filing Fee: The filing fee for Articles of Incorporation in Rhode Island depends on the number of shares authorized by a corporation. The minimum fee is $230.00. See the Articles of Incorporation form for more information.  

4. Create Other Rhode Island Incorporation Documents (Corporate Kits)

There are other actions that you can prepare to take in your corporation after you have filed Articles of Incorporation. These actions might include appointing officers and directors, adopting corporation bylaws, issuing stock certificates, obtaining a tax ID number, and acquiring the appropriate business license. In addition to these actions, you should consider creating other kinds of corporate documents such as buy-sell agreements, shareholders agreements that determine when stock can be sold, and documents that describe what will happen if an owner decides to leave the company. These kinds of corporate documents could be very useful for your corporation, especially if your corporation has multiple owners. It is best to consult an attorney or a professional corporate service company for help in drafting these important documents.  

5. Qualify Your Rhode Island Corporation to Do Business in Other States

Your corporation needs to qualify in order to do business in other states.  If your main corporate office is located outside of Rhode Island, your corporation needs to qualify to do business in that state before you can do business there. Most states that you do business in will require you to pay taxes in your home state. To find out more about how to qualify your corporation to do business in other states, go to Doing Business in other states.

6. Make Annual Filings and Pay Annual Fees and Taxes in Rhode Island

Rhode Island requires corporations to file an annual report. A reminder to file this report will be sent to your corporation’s registered agent each year. You can file this report online at Rhode Island Corporation Fee. The filing fee is $50.00.

Your corporation will be subject to state income taxes once your corporation is registered in Rhode Island. You will be required file a corporate income tax form and pay income taxes yearly. To find out more about the corporate tax in Rhode Island, go to the official website of the Rhode Island Division of Taxation at Rhode Island Corporation Tax. It is best to consult a professional accountant for help in the preparation of your tax documents so that you can avoid mistakes that could cost you extra taxes.

The process of incorporating a small business is full of complex decisions, especially if the corporation will have multiple owners. You should consult an attorney and an accountant during the incorporation process so that you can have confidence that the paperwork for your corporation is being prepared correctly.

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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.


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