Rhode Island LLC Formation Attorneys & Lawyers for Hire
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David J. Delcollo, Esq.
Alex Van Gorp
Rhode Island LLC Formation Lawyers for Hire
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Why use UpCounsel to form an LLC in Rhode Island
Starting an LLC in Rhode Island with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our LLC attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for limited liability companies.
When forming an LLC in Rhode Island with UpCounsel, the attorney you choose to help you will conduct a business name search for your Rhode Island LLC and assist you in preparing your LLC Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Organization have been prepared and successfully filed with the Rhode Island Secretary of State, your Rhode Island LLC has been formed and begins its existence as a corporate entity.
Requirements for Forming a Rhode Island LLC
Choosing a Company Name for Your LLC
One of the first steps in the process of forming your Rhode Island Limited Liability Company is to choose your business name.
The business name that you choose must contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company (upper and lower case abbreviations are permitted). The words "limited" and "company" may be abbreviated to "Ltd." and "Co.," respectively.
It must be distinguishable (not the same as or deceptively similar to) the name of any Rhode Island Limited Liability Company or foreign LLC reserved or registered and cannot contain the words implying the LLC was formed for a purpose for which it is not organized.
Your LLC name may contain the name of one or more members.
By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Rhode Island Limited Liability Company before filing to see which names are available. Once you have chosen an available name, your chosen LLC attorney can help you properly register your name with the State of Rhode Island.
Articles of Organization: When forming an LLC in Rhode Island, the Articles of Organization must be filed with the Rhode Island Secretary of State. Rhode Island state law requires that certain information be included in your Articles of Organization when forming your Rhode Island LLC.
This information must include:
- The LLC's name and address.
- How the LLC will be treated for federal tax purposes.
- The LLC's registered agent's name and address.
- Each organizer's name and address.
- Whether the LLC will be managed by members or managers. If manager-managed, the manager's names and addresses must also be provided.
Additionally, a Rhode Island LLC formation generally requires inclusion and/or consideration of the following:
Organizers: One or more people may form a LLC, yet they do not need to be members of the LLC.
Minimum Number of LLC Organizers: One (or more).
Eligibility: An organizer may be an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.
LLC Operating Agreement: Although the LLC operating agreement is not required with the Articles of Organization, it is a good idea for every LLC with more than one member to have one. If an operating agreement is created, it need not be filed with the Articles of Organization.
Membership: A limited liability company must have one or more members.
Eligibility Requirements: A natural person or an entity.
Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Organization or the operating agreement or, if not provided, only upon the vote of a majority in interest of the LLC members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the LLC's operating agreement.
Business Licenses: Business licenses and/or permits are required for most LLC's offering a specific professional service. Contact the Rhode Island Secretary of State for specific licenses.
Resident Agent needed for a Rhode Island LLC
Remember every Rhode Island LLC must have a registered agent in Rhode Island, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent may be a Rhode Island resident or business entity authorized to do business in the state. However, the registered agent must have a physical Rhode Island street address.
Rhode Island Secretary of State
Once you create an LLC in Rhode Island, the Rhode Island Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.
For further information, contact the Rhode Island Secretary of State.
Recurring Responsibilities and Duties for Rhode Island LLCs
Annual Report: Each limited liability company shall provide an annual report to the Rhode Island Secretary of State regarding its financial condition to each of its members. The report must be filed each year between September 1st and November 1st, starting the year following the LLC's filing of the Articles of Organization with the Secretary of State. The filing fee is $50.
Records: Each Rhode Island limited liability company must keep the following records open to inspection at its office:
- A current list including the full name and business or residence address of each manager and member.
- The capital values and relative voting rights of the members.
- A copy of the Articles of Organization and all amendments thereto, together with any powers of attorney pursuant to which the Articles of Organization or any amendments thereto were executed.
- Copies of the limited liability company's federal, state, and local income tax or information returns and reports, if any, for the five most recent taxable years.
- A copy of the LLC's Operating Agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed.
- Copies of the LLC's financial statements, if any, for the five most recent fiscal years.
- Copies of any other relevant powers of attorney.
- Any written records of proceedings of the members and managers.
Filing Fees for a Rhode Island LLC
The processing fee for the Articles of Organization is generally about $150 but may be expedited for additional fees. Also, the filing and reservation of the LLC's name is $50. These fees can change so it would be best to check with the Rhode Island Secretary of State on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards.
Taxes for a Rhode Island LLC
A Rhode Island LLC is not required to be a separate tax entity like a corporation; instead, it can be considered a "pass-through entity," so that the owners of the LLC report business losses or profits on their personal tax returns, just like in a partnership.
Rhode Island state law follows federal law for income tax purposes. Therefore if the LLC is classified as an association taxable as a corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS will treat a single-member LLC in Rhode Island as a sole proprietorship for tax purposes. This means that the LLC itself does not have to pay taxes or file a tax return. Unless you elect to tax the Limited Liability Company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners will each need to pay taxes on their lawful share of the profits on their personal income tax returns, not just on the LLC itself.
Federal Tax Identification Number: Your LLC will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). An EIN is similar to an individual's social security number. You will need an EIN for your LLC as long as there is one member, even if the LLC does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.
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