Rhode Island S Corporation Formation
How it Works
Lauren Roberts, Esq.
Bryan D. Pitts
Rhode Island S Corporation Formation
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Why use UpCounsel to form an S Corporation in Rhode Island
Starting an S Corporation in Rhode Island with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our S Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an S Corporation.
When forming an S Corporation in Rhode Island with UpCounsel, the attorney you choose to help you will conduct a business name search for your Rhode Island corporation and assist you in preparing your S Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the Rhode Island Secretary of State, your Rhode Island corporation has been formed and begins its existence as a Corporation entity.
However, a corporation does not register as an S Corporation with the Secretary of State. It registers as a corporation with the state and then may file for S Corporation status with the IRS. S Corporation status is a taxation category which provides income tax advantages to small businesses.
Requirements for Forming a Rhode Island S Corporation
Choosing a Company Name for Your S Corporation
One of the first steps in the process of forming your CA S Corporation is to choose your business name.
The business name that you choose must contain the words "Incorporated" or "Inc." It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign S Corporation reserved or registered.
Your S Corporation 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 S Corp before filing to see which names are available. Once you have chosen an available name, your chosen S Corporation attorney can help you properly register your name with the State of Rhode Island.
Articles of Incorporation: When forming an S Corporation in Rhode Island, the Articles of Incorporation must be filed with the Rhode Island Secretary of State. Rhode Island state law requires that certain information be included in your Articles of Incorporation when forming your Rhode Island S Corporation.
This information must include:
- The S-Corp's name.
- The effective start date of the Articles.
- The S Corporation must appoint a statutory agent designated to for its' service of process. The Original Appointment of Statutory Agent (incorporated into the Articles form) must provide the agent's name and address as well as the agent's signature accepting the appointment.
- The number of shares the S Corporation is authorized to issue.
- The amount of initial stated capital.
S Corporation Qualification Requirements: For a corporation to qualify as a S Corporation for tax purposes, it must meet the following requirements:
- Must be a domestic corporation.
- Have only allowable shareholders including individual, certain trusts, and estates; and may not include partnerships, corporations or non-resident shareholders.
- Have only one class of stock
- Have no more than 100 shareholders
- Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).
Additionally, a Rhode Island S Corporation formation generally requires inclusion and/or consideration of the following:
S Corporation Operating Agreement: Although the S Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every S Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. Rhode Island recognizes operating agreements as governing documents.
Membership: A S Corporation 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 S Corporation directly from the S-corp at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the S Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the S-Corp's operating agreement.
Business Licenses: Business licenses and/or permits are required for most S-Corp's offering specific professional services. Contact the Rhode Island State Corporations Commission for specific licenses.
Resident Agent needed for a Rhode Island S Corporation
Remember every Rhode Island S Corporation 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 S Corporation 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.
Annual Report: Each S Corporation 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 January 1st and March 1st, starting the year following the S-Corp's filing of the Articles of Incorporation with the Secretary of State. The filing fee is $50.
Records: Each Rhode Island corporation must keep the following records open to inspection at its office:
- Accounts of record
- Minutes of the proceedings of the incorporators, shareholders, directors and committees of the directors.
- A record of the shareholders, including their name and addresses and listing number and class of shares issued or transferred to them.
- A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.
Filing Fees for a Rhode Island S Corporation
The minimum filing fee is is $230.00 for less than 75,000,000 shares of authorized stock. Also, the filing and reservation of the S-Corp's name is $50. These fees can change so it would be best to check with the Rhode Island Department 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 S Corporation
A Rhode Island S Corporation is a special type of corporation created through an IRS tax election. An eligible corporation can avoid double taxation (once to the corporation and again to the shareholders) by a corporation with a Subchapter S designation by the IRS. A corporation must file a Form 2553 to elect "S" status within two months and 15 days after the beginning of the tax year.
Owners of the S Corporation report business losses or profits on their personal tax returns, and therefore the business itself is not taxed. Each shareholder is responsible for paying taxes on their pro rata share of the S corporation's items of income, deductions, and credits (through a Schedule K-1 form).
Rhode Island state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a S Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.
Federal Income Tax: An S Corporation does not pay federal income tax.
Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a S Corporation. An EIN is similar to an individual's social security number. You will need an EIN for your S Corporation as long as there is one member, even if the S Corporation 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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