Rhode Island LLC
File Your Rhode Island Annual Report
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Although Rhode Island is the smallest state in the U.S., it is home to nearly 100,000 small businesses. If you are one of them, then you may have created a business plan, registered your business with the state, and now probably fill your days with building out your business and handling customers.
There’s also the paperwork. As a business owner, you have the added responsibility of turning in an annual report and fees required by the state. Trying to keep up with the business-related stuff while educating yourself on everything the state needs, and then actually fulfilling all those requirements, can be overwhelming.
Whether you work with a service or choose to handle the paperwork yourself, it’s helpful to learn about the rules and regulations of the annual report process. Here’s your guide to filing a Rhode Island annual report.
What is a Rhode Island annual report?
States use annual reports to keep abreast of the businesses operating within their borders. In Rhode Island, the report must be filed every year or the business’s authorization to operate will be revoked. The annual report is required for LLCs, corporations, and nonprofits.
Changes to an LLC’s members can be reported on the annual report, as can changes to officers, directors, and shares for a corporation. A separate filing is not needed.
However, if you made a change to your resident agent either by name or address, you must report this change separately. This is done via a Statement of Change of Resident Agent form. The LLC version can be found here, and the corporation form here.
The Rhode Island Department of State Business Services Division receives and maintains business filings for the state. Additionally, Rhode Island hosts its online business portal at RI.gov, which you can use for some filings, including the annual report.
The annual report requirement should not be confused with the filings required by the Rhode Island Division of Taxation. Every business registered with Rhode Island does have filing requirements with the Division of Taxation as well. Consult its website to determine the requirements specific to your organization.
Rhode Island Annual Report for Corporations vs LLCs
LLCs and corporations must file annual reports in Rhode Island. However, the forms and deadlines are different for each. For example:
- Corporations file via Form 630 and must do so between Jan. 1 and March 1 each year.
- LLCs file via Form 632 and must do so between Sept. 1 and Nov. 1 each year.
The filing and fee schedules for Rhode Island annual reports can be found here.
Where do I file my Rhode Island annual report?
You can file the annual report online, by mail, or in person in Rhode Island.
The steps to file the annual report via the online portal RI.gov are as follows:
- Click “Business” in the menu.
- Click “Business Filings” in the dropdown menu.
- From the left hand menu, select “File Annual Report Online.”
- Enter your Customer Identification Number (CID) and PIN. If you do not have them or know them, email corp_pin@sos.ri.gov for help.
- Follow the prompts to complete the filing.
- Pay with a credit or debit card.
If you prefer to file via mail or in person, you can download the annual filing form for corporations (Form 630) or LLCs (Form 632), fill it out, and mail or deliver to:
Division of Business Services
148 W. River St.
Providence, RI 02904-2615
Note that any illegible forms may be rejected, so either type the information into the PDF and print it before you sign, or be sure that your handwriting is neat and clear. Pursuant to Rhode Island statute 38-2-1, annual reports are a matter of public record. Anyone can obtain a copy of your annual report by visiting the Rhode Island Corporate Database, searching for your business, clicking on the link to the entity record, choosing “All Filings” and then “View Filing” and then “View PDF.” Annual reports are also available to the public via telephone or in-person inquiry.
When is the Rhode Island annual report due?
Corporations and LLCs have different due dates for their annual reports in Rhode Island.
- Corporations must file between Jan. 1 and March 1 every year except the one in which the company was first registered.
- LLCs must file their annual reports between Sept. 1 and Nov. 1 each year except the one in which the LLC was first registered.
Failing to file by the first day of the month after the end of the specified window will result in a $25 penalty fee.
In Rhode Island, failure to file on time can also result in a revoking of an LLC’s Certificate of Organization/Registration, pursuant to Rhode Island statute 7-16-41, or corporation’s Certificate of Incorporation/Authority, pursuant to statutes 7-1.2-1310 and 7-1.2-1414.
How much does the Rhode Island annual report cost?
The fee to file an annual report in Rhode Island is $50 for both LLCs and corporations and $60 for a benefit corporation. For an online filing, you can pay the fee with a credit card. If not filing online, the $50 fee can be paid by mail via check, which must be made payable to the R.I. Department of State.
You can also pay in person by cash, check, or credit card at the Business Services Division, located at 148 W. River St., Suite 1, in Providence. Keep in mind that office hours may be changed or canceled due to COVID-19 restrictions.
To get help or ask questions about the annual report fee, call the R.I. Department of State office at (401) 222-3040 or visit their website.
What information do I need to file the annual report?
For a more efficient, quick experience in filing your Rhode Island annual report, gather all of the required information before you start.
For corporations, the necessary information is:
- ID number: This can be found in the Corporate Database.
- Legal name of the corporation: If the name has changed, an amendment (Form 101 for in-state corporations or Form 151 for out-of-state corporations) must be filed with the Business Services Division. You can file these amendments electronically with the Rhode Island Secretary of State.
- Address of the principal office of the corporation.
- Six-digit NAICS code that describes the business in which your company engages.
- State or country of incorporation.
- Statement of the character of the business in which the entity is engaging: This is required even if your business is inactive.
- Names and addresses of the corporation’s officers. If the answer is “none” then write “none.” Do not leave it blank.
- Names and addresses of the corporation’s directors. If the answer is “none” then write “none.” Do not leave it blank.
- Exact number of authorized shares, if it has changed since the initial filing or previous annual report.
- Number of issued shares along with class, series, and par value. If the answer is “none” then write “none.” Do not leave it blank.
- Signature of an authorized representative.
For LLCs, the necessary information is:
- Corporations ID number: This can be found in the Corporate Database.
- Legal name of the corporation. If the name has changed, an amendment (Form 401 for in-state LLCs or Form 451 for out-of-state LLCs) must be filed with the Business Services Division. This can be done electronically.
- Six-digit NAICS code that describes the business in which your company engages.
- State or country of incorporation.
- Statement of the character of the business in which the entity is engaging. This is required even if your business is inactive.
- Address of the principal office of the LLC.
- Current name, title, and mailing address for the person to whom communications may be directed.
- Names and addresses of the managers (NOT members).
- Resident agent. You’ll need to affirm that the current one listed in the Corporate Database is correct. If it is not, a separate form, Form 642, must be filed with the Business Services Division either by paper or online.
- Signature of authorized person
Need some help? Contact the Rhode Island Department of State Business Services Division.
What happens after I file my annual report?
If you filed correctly, you’re all set! Successful filings do not receive a mailed confirmation. However, your filing will be made public online.
If there was a problem with the filing, then the unsuccessful document will be posted here and returned.
If you would like to confirm that your filing was submitted, you can:
- Go to the Corporate Database, enter the name or ID number of the business entity, and click “Search.”
- Click on the link to the business record.
- Scroll down, select “All Filings” and then “View Filing.”
- Identify which filing you want to see and click on “PDF” under “View PDF” to view and print it.
What if I miss the deadline to file my report?
Companies are granted a one-month grace period after their filing period has concluded. If you fail to file an annual report during the open window for your business entity, you are assessed a penalty of $25.
If you fail to file at all, then the state of Rhode Island can revoke your entity’s right to do business. They will first send a 60-day revocation notice, which you will receive within 90 days after the annual report due date. If the entity fails to comply with the notice, a Certificate of Revocation is issued within 30 to 60 days of the expiration of the notice.
Once revoked, your business will not have the legal rights and protections afforded to that particular entity. You can reinstate a business in Rhode Island by obtaining a letter of good standing from the state, filling out a reinstatement form, and paying a fee.
Who do I contact if I have issues filing my Rhode Island annual report?
If you have problems or questions regarding your annual report, reach out to the Rhode Island Business Services Division directly. The Business Services Division is open Monday through Friday, 8:30am to 4:30pm Eastern time.
Understanding and remembering when and what to file, much less gathering all of the information and doing it, can feel overwhelming when you’re already trying to build and run your business. Ignoring these filings, though, can result in negative ramifications up to and including financial penalties and a revocation of your business’s ability to operate.
Filing Your Rhode Island Annual Report FAQs
- How much does it cost to file an annual report in Rhode Island?
It costs $50 to file an LLC or corporation annual report, and $60 for a benefit corporation.
- What happens if I file my annual report late in Rhode Island?
You will be charged a $25 late filing penalty after a 30-day grace period.
- What happens if I don’t file my annual report at all in Rhode Island?
You will first get a 60-day revocation notice, which you will receive within 90 days after the annual report due date. If the entity fails to comply with the notice, a Certificate of Revocation is issued within 30 to 60 days of the expiration of the notice. You would then lose all legal protections granted by your business status.
For corporations, the Certificate of Incorporation/Authority is revoked by statutes 7-1.2-1310 and 7-1.2-1414. For LLCs, the Certificate of Organization/Registration is revoked by statute 7-16-41.
Are new businesses in Rhode Island required to file an initial report?
An annual report is not required in the year the business is registered. It is required in all subsequent years. - Do I still have to file an annual report if my business made little to no money?
Yes. The annual report is required of corporations and LLCs regardless of whether they made money.
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