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National Registered Agents, Inc. through registeredagent.com serves many small businesses and corporations in Rhode Island. Click here to read more about our services. For more information call us at (800) 520-6724 or fill out our quick quote form. We will quickly return to you with a solution that matches your company’s needs.
If you wish to change your registered agent, you should obtain the following information and provide it to our client representatives. The following information is required for the change of agent process: completed client information form, name of parent entity, complete name of each entity being changed the state of incorporation/formation and jurisdiction to be changed, name of former registered agent, original date of incorporation, date of adoption of the board of directors giving authorization for change of registered agent , name and title of the authorized person(s) executing the documents and the state and country where the execution of documents will take place (either Rhode Island or any of the other 49 states and jurisdictions in which we operate).
If you don’t have a registered agent and need one, click the order services button above. Additionally, do you need to form a new legal entity for your business? In Rhode Island, the most popular entities used by our clients are outlined below.
1. Limited Liability Company
Limited Liability Company- is a type of business company where the liability of the company is limited to its’ owners. This form has characteristics of a corporation as well as a partnership. Limited Liability Companies need to understand that the owners are not protected for all liabilities. If fraudulent behavior is involved, the owners will be responsible for the damages occurred.
Names of a newly formed Limited Liability Corporation cannot be the same or similar to any corporations that exists in Rhode Island. The name must contain “limited liability company” or the letters “l.l.c.” after the business name. In order to reserve the name you must obtain two copies of an Application to Reserve an LLC Name. There is a $25 fee. The name reservation will last up to 120 days. When you form a new limited liability corporation in Rhode Island, you will need to file Articles of Organization with the Corporations Division of the Rhode Island Secretary of State. The filing fee is $150. The articles must be signed by at least two people. The Articles of Corporation must include the name of the LLC, the duration of the LLC, the purpose of the LLC, and a statement of whether the LLC will be a partnership, corporation or separate entity for tax purposes. Contact information for the registered agent and contact information of the LLC’s office must also be included.
Your new LLC is authorized to do business after your registered agent submits these documents to the Corporations Division with the required filing fee and it has been approved by the Secretary of State. The document must also be signed by one or more persons, who do not have to be members of the new entity. A Certificate of Organization will be issued by the state and delivered to the LLC’s representative (the registered agent). The original copy will be kept by the Secretary of State.
After forming the Limited Liability Corporation, the most important document to have is the operating agreement (visit www.myllcagreement.com for assistance). This document must contain information about each of the LLC’s members and should disclose the distribution of each member’s individual investment and how much voting power each member has.
A Limited Liability Corporation established in Rhode Island is required to have one natural person. The interest of a person must be in proportion to their individual investment. A contribution can be in the form of cash, property, services, or a promissory note or other obligations to contribute cash, property or other services. A member may not resign unless it is in accordance with the Operating Agreement. Upon resignation, a former member is not entitled to receive distributions.
Ongoing requirements in Rhode Island
Annual Report - This is a report that must be submitted to the Secretary of State each year. It must include contact information of the business and of your registered agent, mailing address of the business and contact information of a representative of the business.
With the annual report, an LLC must submit contact information of all members of the LLC, voting rights and capital values of members, copy of Articles of Organization, copies of any power of attorney documents, copies of income tax of the company for the past five years, and copies of the financial statements of the business. A registered agent can help you follow these requirements and ensure your annual report is handled properly.
Formation of a LLC in Rhode Island offers some advantages when it comes to taxes over the traditional corporation structure. LLC businesses have access to more deductions. The tax rate of Rhode Island LLCs varies based on the amount of taxable net income per reporting period and the rest of each member’s financial situation.
2. Forming a Corporation
Forming a corporation in Rhode Island is similar to an LLC with a few differences. The new corporation must have the following words in its name: Incorporated, Corporation, Company or Limited. The fee to reserve a name for 120 days is $50.
In order to form a business in Rhode Island, you will need to submit Articles of Incorporation to the Corporations Division. The cost is $230 for the license fee and filing fee.
Every Corporation must name a registered agent in the state to represent its business. The registered agent must be a Rhode Island resident or a corporation authorized to conduct business in Rhode Island, such as National Registered Agents, Inc (NRAI).
Rhode Island corporations are required to pay a minimum annual payment of $250. “S corporations” do not file a tax on their own behalf; instead the owner must file the corporation under his own income tax filing. There are qualifications in order to be a S corporation. The company must be an eligible entity, must have only one class of stock, must not have more than 100 shareholders, all shareholders must be U.S. citizens and profits and losses must be allocated to shareholders.
C Corporations will pay double tax because the profits of the company and the shareholder’s dividends will be taxed. In order to form a C corporation, there are also guidelines that must be fulfilled. You must appoint directors, file articles of incorporations, issue stock to the initial owners, create bylaws and obtain licenses and permits required.
