Rhode Island Incorporation

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How to Incorporate in Rhode Island

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If you’re looking to incorporate in Rhode Island, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.


Paperwork Cost Time
  • Form 100: Business Corporation Articles of Incorporation
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form BAR: Business Application and Registration
  • Incorporation: $230 for less than 75,000,000 shares of authorized stock
  • Incorporation: ~7 business days by mail or online. Same day for in-person filings.

How to Incorporate in Rhode Island

1 Choose a corporate structure

Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Rhode Island".

Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Rhode Island".

C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

2 Check Name Availability

The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

Name Search:
Secretary of State database search
Name Reservation:
Optional
Suffix:
Must contain the word "corporation," "company," "incorporated," or "limited," or an abbreviation of one of these words. R.I. Gen. Laws §7-1.2-401
3 Appoint a Registered Agent

Identify the corporation’s Rhode Island registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

4 File Rhode Island Articles of Incorporation

File the articles of incorporation to create your corporation.

Agency:Rhode Island Secretary of State
Form:

Form 100: Articles of Incorporation (Under 75,000,000 Shares)

Filing method:

Mail, in-person, or online

Agency fee:

$230 for less than 75,000,000 shares of authorized stock

Turnaround:

~7 business days by mail or online. Same day for in-person filings.

Law:

Rhode Island Business Corporation Act

Notes:
  • Professional corporations have separate formation requirements (Form 112).
  • Consider optional provisions.
5 Establish Bylaws & Corporate Records

Your corporation must keep correct and complete books and records.

Each corporation shall keep correct and complete books and records of account, keep minutes of the proceedings of its shareholders and of the board of directors and committees of the board, and shall also keep at its registered office or principal place of business, legal counsel's office, or at the office of its transfer agent or registrar, a record of its shareholders giving the names and addresses of all shareholders and the number and class of the shares held by each.
R.I. Gen. Laws §7-1.2-1502

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation. The initial bylaws of a corporation must be adopted by its incorporators or by its board of directors at its organization meeting. (R.I. Gen. Laws §7-1.2-203)

6 Appoint Initial Directors

The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

7 Hold Organizational Meeting

Hold the organizational meeting of the incorporators or initial directors in compliance with R.I. Gen. Laws §7-1.2-201. Incorporators must give at least three days notice by mail and the notice must state the time and place. Keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Directors Officers
  • Number: One or more required.
  • Qualifications: None.
  • Quorum: A majority of the directors, unless the articles of incorporation or bylaws fix another number.
  • President, secretary, and treasurer required. One person may hold any two offices.
8 Issue Stock Certificates

The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Shareholders Annual Shareholder Meeting
  • Qualifications: N/A
  • Stock Certificate: Not required.
  • Voting Trusts Allowed: Yes.
  • Required: No.
  • Action by written consent: Allowed if by all shareholders entitled to vote on the action. Articles of incorporation may provide if enough shareholders consent to equal the number required to take action by vote.
9 Get a Federal Employer Identification Number (EIN)

Your corporation must obtain an EIN regardless of whether it will hire employees.

Submit to:
Internal Revenue Service
http://www.irs.gov/
Form:
IRS Form SS-4
Guidance:
IRS Pub 1635: Understanding Your EIN
Filing Method:
Mail, phone, fax, or apply online with the IRS
Fee:
$0
Turnaround:
Immediately online
Notes:
The IRS website is only available during certain hours. Print your EIN before closing your session.
10 Get Rhode Island State Tax Identification Numbers/Accounts

Rhode Island offers a combined registration application for retail sales, income tax withholding, and unemployment insurance. Apply for all other tax accounts / licenses / permits individually.

Submit to:
State of Rhode Island: Division of Taxation
http://www.tax.ri.gov/
Form:
Form BAR: Business Application and Registration
Filing Method:
Mail or using RI Division of Taxation Combined Online Registration Service
Fee:
Varies based on taxes/licenses/permits required
11 Consider Electing S-Corp Taxation

By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

  • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
  • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
12 Obtain Business Licenses & Permits

To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

13 Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

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