RI Corporations: Everything You Need to Know
There are several ways to perform a business name search when trying to start Rhode Island corporations. 4 min read
2. How to Search
3. Rhode Island Corporation Requirements
4. Requirements for the Articles of Incorporation
There are several ways to perform a business name search when trying to start Rhode Island corporations. These are listed below:
How to Search
Search by Business Name
Search a business name via the Rhode Island Secretary of State database. Selection of a “doing business as” DBA fictitious name can be conducted at the SOS.gov website online.
Search by Identification Number
A business identification number is the fastest method of obtaining a company’s information. The SOS.gov database archives all filings by the same entity on one page.
Search by Filing Number
Search a document filing number. For example, an annual report filing number is enables search for an entity. The Secretary of State website retains PDF filing record of all submitted documents.
Search by Individual/ Agent
Search by Business Address
Knowledge of a business address can assist in finding other data about an entity, its incorporation/formation date, and other filing details.
Search by Purpose
Keyword search of terms associated with the initial registration of an entity allows for search of documents in the entity’s file such as articles of incorporation, or annual report.
Rhode Island Corporation Requirements
Specific steps must be taken to incorporate a business. Businesses in Rhode Island must comply with ongoing requirements for corporations:
Rhode Island corporations must retain the following onsite: accurate accounting; minutes of shareholder meetings; board of directors list; and shareholder list with addresses, and number and class of shares held.
Corporate taxes and fees
An annual report must be filed by corporations by March 1 each year. The filing fee is $50. Rhode Island imposes a state franchise tax, due prior to the 15th day of the third month at the close of the entity’s tax year. The minimum franchise tax owed is $250, annually.
Federal tax identification number (EIN)
A federal “Employer Identification Number” EIN is mandatory for corporations having employees. An EIN is required open a business bank account.
State tax identification number
State tax identification number registration is not required in Rhode Island.
Most businesses operating in Rhode Island require licenses and/or permits.
S corporation election
Rhode Island does not require a state-level S corporation election for recognition.
The name of the entity must contain "Corporation," "Company," "Incorporated" or "Limited."
Requirements for the Articles of Incorporation
Articles of incorporation are required for filing for corporation in Rhode Island. Director names and addresses are not required. A list of authorized shares and par value of apportionment, and registered agent name and address must be included in the articles of incorporation.
- What are Rhode Island corporations?
Rhode Island corporations exist as legal entities distinct from the partners. The shareholder members of a business can officially elect to form corporation by filing Articles of Incorporation with the Rhode Island Secretary of State. Processing the request typically takes seven business days.
- How are these Rhode Island corporations regulated?
Rhode Island corporations are overseen by state law under the Rhode Island Business Corporation Act of 2005, Title 7, Chapter § 7-1.2-101.
Incorporation protects an owner from debt and litigation associated with a legal entity’s business.
- What information should I bring a meeting with a Rhode Island corporate lawyer to discuss incorporation of my business?
Provide the RI corporate attorney with at least three potential DBA names for the business for search, and contact for the accountant who will be assisting in the process.
- What is the chief difference between an LLC and a Corporation in Rhode Island?
While both LLC and corporations protect owners from personal risk associated with debt or lawsuits, the difference between the two entities is scale. Corporations are set up for unlimited profit. LLC businesses are for-profit yet are not set up to issue unlimited shares, or file with the Security and Exchange Commission. Corporations are subject to “double-tax”; first by the entity, and second by the shareholders for distributed earnings in the form of dividends.
- Should I form a partnership or incorporate a SME business in Rhode Island?
Businesses with more than one owner, should establish a partnership agreement. Partnership agreements cover decision, business operation, and apportionment, as well as transfer at time of death of one of the members. LLC is an alternative to partnership, and provides members IRS “pass through” tax reporting, and protection from liability in case of an accident, default, or litigation.
- What does Rhode Island require for ongoing incorporation status of a business?
The Rhode Island Secretary of State requires that corporations file an annual report listing current addresses of the business and its owners and shareholders.
If you need help with your corporation, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.