Rhode Island corporations: How to form and maintain your Rhode Island corporation

Should you form your corporation in Rhode Island? We've collected the relevant information that will help you make this decision.

Pros

• Located along coast in New England

• Qualified workforce

Cons

• Tax rate of 7%

• Among "Worst States for Business" (Forbes 2016)

Cost of doing business

• $230 filing fee / $50 periodic report

Privacy

• Directors must be listed in periodic report

Forming your corporation in Rhode Island

The name In order to communicate to the public that your new business is incorporated, its official name will need to end with one of the following signifiers (or a relevant abbreviation): “incorporated”, “Company”, or “corporation.” In addition, it is required that the name of your business is not intentionally misleading to consumers, for any reason. Your company’s new name must also be completely unique, and not deceptively similar to any other organizations name or trademarks. Do a FREE name search now.

Board of directors requirements You will need to form an official board of directors when incorporating in Rhode Island. Here are the states explicit regulations regarding these directors:

• Required number of directors

  Rhode Island corporations must have at least one director listed in their incorporation documents.

• Age restrictions

  Directors of corporations located in Rhode Island can be of any age.

• Residence restrictions

  There are no residence restrictions imposed on the directors of C corporations in Rhode Island. However, S corporations are only allowed to have directors located in the United States.

• What information needs to be included in the Articles of Incorporation?

  Rhode Island does not require the names or addresses of directors to be disclosed in incorporation documents.

Requirements for the Articles of Incorporation

The Articles of Incorporation is a document that must be filed during the incorporation process in every state. Here is the information that must be included in this document when filing in Rhode Island:

Stock information Rhode Island requires the number of initial shares outstanding, and their par value, to be disclosed during the incorporation process. The number of outstanding shares does not affect initial state filing fees.

Officer information The state of Rhode Island does not require officer information to be disclosed during the filing process.

Registered agent information All Rhode Island corporations must have a registered agent on file, and submit their name and address (which cannot be a PO box). This agent will be required to be accessible during standard business hours, and act as the state’s point of contact with the company. Learn more about registered agents.

If your business is a professional practice Professional service corporations are permitted to form under the professional corporation (PC) structure.

Corporate record keeping requirements

Corporations are required to keep formal documentation regarding several of their operations. These are the explicit record keeping formalities required by Rhode Island:

• A complete and comprehensive set of financial records

• Records that detail the owners' names and addresses, as well as class, for all outstanding stock shares

• Meeting minutes for all shareholder, director, and committee meetings

Rhode Island corporate taxation and fee requirements

There are several tax and fee requirements that must be addressed by corporations in Rhode Island. They are as follows:

Taxation All states have complex taxation requirements. For more information regarding taxes in Rhode Island, it is advised that you visit the state’s official business related website. 

Annual report requirements Corporations in Rhode Island are required to an annual report by March 1st each year, which carries a $50 fee. There is also a state franchise tax due 3 ½ months from the end of the company’s tax year. This tax is determined by the number of authorized stock shares but carries a $250 minimum. Learn more about annual reports.

Tax identification numbers Rhode Island requires an EIN (employee identification number) for all corporations that will have employees, and most banks will require one to open accounts. Rhode Island does not require corporations to obtain state tax ID numbers. Learn more about EINs.

Business license requirements

The business licenses and permits required in Rhode Island vary wildly depending on the county or municipality in which your new corporation is located. If you would like to see more in-depth information on licenses and permits, please feel free to visit the content in our learning library that covers business licenses and permits.

S corporation election Rhode Island does not require a state-level S corp election, as they recognize any elections held at the federal level.

Need a Rhode Island LLC instead? Click here.