How To Form an LLC In Rhode Island
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1. Choose a Name for Your Rhode Island Limited Liability Company
Check for an Available Name for the LLC in Rhode Island: You should decide on a name for your LLC before you file Articles of Organization in Rhode Island. You cannot select a name that is in use by another LLC in Rhode Island. It is a good idea to search online databases and other official records to check if the name that you want to use is available. The Rhode Island Secretary of State maintains a business entity database on the official state website at Rhode Island LLC.
Reserve a Name for Your Rhode Island LLC: You might want to reserve a name for your LLC before you file Articles of Organization in Rhode Island if it will be a long time before you will file Articles of Organization. You can find and download the name reservation application for an LLC online at Rhode Island LLC. The filing fee is $50.00 and the name that you select will be reserved for 120 days.
Filing for Trademarks Protection and Doing an LLC Name Search: If the name that you select for your LLC is in use by an LLC in another state, there could be restrictions on your use of the name even if the name is available in Rhode Island. An attorney can help you understand what these restrictions may be and how you can take steps to trademark the name that you have selected. More information on choosing a name for your LLC can be found at __________________.
Rhode Island LLC Name Requirements: Your Rhode Island LLC must include the designation "LLC," “L.L.C.,” or "Limited Liability Company" in its name. “LLC” always stands for “Limited Liability Company,” not “LLC Corporation, “Limited Liability Corporation,” or anything else that denotes a corporation. LLCs are a distinct kind of business entity and should not be confused with corporations.
2. Find a Registered Agent in Rhode Island
You should decide on a registered agent for your LLC. A registered agent acts as an agent for service of process and receives all tax forms, legal documents, and other official notices for an LLC. There are corporate services companies that provide registered agent services to LLCs. These companies generally charge a fee of around $75.00 to $150.00.
3. File Articles of Organization with the Rhode Island Secretary of State
Minimum Requirements for the Articles of Organization: The Articles of Organization that you file for your Rhode Island LLC must contain the name of your LLC, the address of your principal office, and the name and address of your registered agent. You must also state whether the LLC will be managed by a manager or by the members of the LLC. The Articles of Organization must be signed by the organizer or organizers. You can download a form for this document online at Rhode Island LLC.
Other Rhode Island Legal Provisions: It may be beneficial for you to include additional provisions in your Articles of Organization. A lawyer can help you to determine which additional provisions will be most advantageous for your company.
Where to Submit the Articles of Organization for Filing: You should send the signed Articles of Organization form to the office of the Secretary of State, Corporations Division, 148 W. River Street, Providence, Rhode Island 02904-2615.
Filing Fee: The fee to file Articles of Organization in Rhode Island is $150.00.
4. Form a Rhode Island Limited Liability Company Agreement (Operating Agreement)
The Articles of Organization document is essential for forming an LLC in Rhode Island, but there is another document that is just as essential: the LLC Agreement. Your LLC Agreement will govern your LLC and the actions of its members much the way that by-laws govern a corporation. You will need to take into account various factors when you create an LLC Agreement, such as the purpose and scope of your company, the number of initial members that the LLC will have, whether subsequent members will be allowed, how the members will be organized, and what the procedures will be for voting, settling disputes, and transferring interests. Also consider what the initial capital investments will be and whether or not you will seek outside investors, as well as how money will be distributed among the members and what will happen if you eventually decide to sell the company, incorporate, or dissolve the LLC. Since LLC Agreements can be very complex, it is advisable to seek professional assistance from a lawyer and an accountant so that your LLC Agreement complies with all state requirements and federal tax laws.
Once you have created your LLC Agreement, prepare to take actions such as making securities filings for your LLC, obtaining an EIN from the IRS, and applying for a business license in the city where you will be doing business. There are corporate services companies that charge a fee to help you make these kinds of filings. More information on how to get a business license in your city can be found at http://www.cityapplications.com/business-licenses.html.
5. Qualify Your Rhode Island LLC to Do Business in Other States
A qualification or registration is required before you can do business in most states outside the state where you form your LLC. You will need to obtain this qualification before your LLC can do business in your home state if the main office of the company is located in another state. Most states will require that you pay taxes in your home state when you do business in other states. More information on how to qualify your LLC to do business in other states can be found at [Qualifying to Do Business in Other States].
6. Make Annual Filings and Pay Annual Taxes in Rhode Island
In the state of Rhode Island, you must file an annual report for your LLC. The form for this report can be found online at Rhode Island LLC. There is a $50.00 filing fee for this report. You must also file a tax report and pay taxes annually. More information about the taxes that apply to your LLC can be found at the official website of the Rhode Island Department of Revenue at Rhode Island LLC.
Since there are so many complex decisions involved in the process of forming an LLC in Rhode Island, it is advisable to seek professional assistance from an accountant and an attorney so that you can feel more confident that an LLC is right for you and that all your paperwork is being processed 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.