How much does it cost to form an LLC in Rhode Island in 2026?

The Articles of Organization filing fee is $150 by mail or $156 online through the Department of State portal. Add $50 to $125 per year for a commercial resident agent if you are not serving as your own. That is before the $400 minimum annual tax owed to the Division of Taxation starting in the first tax year.

Does Rhode Island really charge a $400 minimum tax on every LLC?

Yes. R.I. Gen. Laws 44-11-2(e) imposes a $400 minimum annual tax on every LLC regardless of federal tax classification. Single-member disregarded entities owe it on Form RI-1065, multi-member partnerships owe it on Form RI-1065, and S-corp or C-corp elections owe it on RI-1120S or RI-1120C. There is no classification that avoids the floor, and the minimum is not pro-rated by date of formation.

Do Rhode Island LLCs pay state income tax?

Default-classified LLCs pass through to members, who pay Rhode Island personal income tax at rates up to 5.99% on their share of income. The LLC itself owes the $400 minimum tax on Form RI-1065 regardless. C-corp-elected LLCs owe the greater of $400 or 7.0% of apportioned net income. Rhode Island also offers an elective Pass-Through Entity Tax at 5.99% as a federal SALT-cap workaround.

Should I form my LLC in Rhode Island instead of my home state?

Almost never, unless you actually live or operate here. The $400 minimum annual tax applies to every LLC, including foreign LLCs registered to transact business in Rhode Island, so forming here to run a business in Massachusetts or Connecticut adds cost instead of reducing it. For non-residents with no Rhode Island ties, cheaper annual states exist.

Does Rhode Island require an operating agreement?

No. R.I. Gen. Laws 7-16-2 defines an operating agreement as any agreement of the members, written or oral, and nothing needs to be filed with the state. A written agreement is still strongly advisable for multi-member LLCs and for banks that routinely ask for one when opening business accounts.

When is the Rhode Island $400 minimum tax due?

The $400 minimum tax is due on the 15th day of the 3rd month after the fiscal year closes, which is March 15 for calendar-year LLCs. It is filed with Form RI-1065 (partnerships and disregarded entities), Form RI-1120S (S-corps), or Form RI-1120C (C-corps). The tax is owed to the Division of Taxation and is separate from the $50 annual report filed with the Department of State.

Rhode Island LLC: fees, filing steps, and 2026 costs

$150 Filing fee Online filing available

$700 Year 1 estimate Filing + first year tax + RA

2 days Approval Mail ~14d

$450 per year Ongoing Due 05/01 annually

Where Rhode Island fits, and where it doesn't

Good fit for Rhode Island

You live in Rhode Island and run a business from here; the $400 is the cost of doing business in your home state and foreign-qualifying elsewhere would be worse. You hold Rhode Island real estate through an LLC and the annual tax is baked into your rental math. You are a Providence-based startup with Rhode Island-domestic counsel on the cap table. You already file Form RI-1065 for other reasons and the $400 is not new information.

Skip Rhode Island when

You are a non-resident shopping for a cheap formation state; Rhode Island's $400 annual floor is one of the highest in the country for a passive single-member LLC. You want a state where a dormant or pre-revenue LLC owes the state nothing, like Ohio, New Mexico, or Missouri. You are running a small side project and the $400 would eat a meaningful share of the profit. For most out-of-state filers, Rhode Island is a bad match on cost alone.

What a Rhode Island LLC actually costs

Formation filing fee Paid once at formation $150
Commercial registered agent Annual, estimate $100
Annual report fee Annual, due 05/01 $50
State LLC tax minimum Flat annual minimum $400
Year 1 total estimate Formation plus first-year ongoing $700

Registered agent estimate uses a $100 midpoint. Specialist agents start around $50 per year. Full-service formation companies bundle RA for $125 to $200.

Cost across the first three years

Year 1 $700

Year 2 $550

Year 3 $550

How Rhode Island compares on the basics

Online filing File through state portal

Yes

Expedited processing Not offered

Annual report required Separate report on top of tax

Yes

State-imposed annual tax Minimum $400 per year

$400

Written operating agreement required Recommended, not statutorily required

Recommended

Newspaper publication requirement Not required in this state

State sales tax 7% state rate

How to apply for an LLC in Rhode Island

Pick a compliant LLC name
The name must end in "Limited Liability Company," "LLC," or an approved abbreviation, and must be distinguishable from every other entity on the Rhode Island Secretary of State record. Check availability at the Rhode Island entity search.
Designate a registered agent
Every Rhode Island LLC is required to have a registered agent with a physical street address in Rhode Island. You can serve as your own agent if you live in Rhode Island, or hire a commercial service for $99 to $249/yr. See the Rhode Island registered agent guide.
File Articles of Organization (Form 400)
Filing fee is $150. Online filing is available through the state portal. Mail filings are accepted.
Apply for a federal EIN
Free directly from the IRS in about 15 minutes (see the EIN guide). Required for opening a business bank account, hiring employees, and most formation-service tax workflows.
Adopt an operating agreement
Rhode Island does not require an operating agreement by statute, but adopting one is strongly recommended to preserve the liability shield. See the operating agreement pillar for the 12 clauses every agreement should include.

Filing walkthrough

File Form 400 (Articles of Organization) through the Department of State business filing portal. The fee is $150 by mail, or $156 online (the $6 difference is the state's enhanced access fee). Online filings typically clear in 2 business days; mail filings take about 14 business days. Rhode Island does not publish a paid expedited tier for LLC Articles, though in-person submissions at 148 W. River Street in Providence can sometimes be processed the same day.

Every Rhode Island LLC needs a resident agent with a physical Rhode Island street address. You can serve as your own agent if you live here, or use a commercial agent for the usual $50 to $125 per year. Form 400 is straightforward (name, principal office, agent, management, purpose), but the one detail founders miss is that the $400 minimum annual tax clock starts the moment the LLC is formed, not the moment it has revenue. A December formation still owes the full $400 for that tax year; the tax is not pro-rated.

Check name availability File online Rhode Island formation guidance

How Rhode Island taxes an LLC

Here is the part most guides get wrong. Rhode Island imposes a $400 minimum annual tax on every LLC under R.I. Gen. Laws 44-11-2(e), regardless of federal tax classification. A single-member LLC treated as a disregarded entity for federal purposes still files Form RI-1065 and still owes $400. A multi-member partnership-taxed LLC files Form RI-1065 and owes $400. An LLC that elects S-corp treatment files Form RI-1120S and owes $400. An LLC that elects C-corp treatment files Form RI-1120C and owes the greater of $400 or 7.0% of apportioned net income. There is no LLC structure that avoids the floor.

Rhode Island also offers an elective Pass-Through Entity Tax on Form RI-PTE at 5.99% of apportioned net income, as a federal SALT-cap workaround. Members who receive PTE-taxed income get a matching credit against their personal Rhode Island tax. Individual rates range from 3.75% to 5.99%, so the elective PTE is aligned with the top personal bracket.

Statewide sales and use tax is 7.0% with no local option, so the rate is uniform across Rhode Island. The minimum tax is due on the 15th day of the 3rd month after fiscal year close, which for calendar-year entities means March 15. It is separate from the $50 annual report filed with the Department of State.

Ongoing compliance and costs after year one

Two bills every year, going to two different agencies. The Department of State collects $50 for the annual report, filed between February 1 and May 1 starting the calendar year after registration. The Division of Taxation collects the $400 minimum tax with your Form RI-1065 (or RI-1120S or RI-1120C), due March 15 for calendar-year entities. Add $50 to $125 annually for a commercial resident agent if you are not serving as your own. A Rhode Island LLC with no revenue and no activity still costs roughly $500 to $575 per year before you count federal or personal tax.

Foreign LLCs registered to transact business in Rhode Island owe the same $400 minimum tax. That is the catch on any plan to form in Wyoming or Delaware and operate from Providence; once you foreign-qualify here, you are on the hook for the floor. The $150 saved on the original filing fee is not the number that matters.

Common mistakes forming a Rhode Island LLC

Two show up constantly. The first is the widespread guidance that Rhode Island's $400 minimum 'only applies to LLCs taxed as corporations.' That is wrong. The statute at R.I. Gen. Laws 44-11-2(e) reaches every LLC, and the Division of Taxation enforces it against single-member disregarded entities and partnership-taxed LLCs on Form RI-1065. If you formed expecting zero state-level tax, the first RI-1065 bill is a rude surprise. The second is forgetting the $400 is not pro-rated. An LLC formed in November owes $400 for that tax year, the same as one formed in January. If you form late in the year, consider whether a January formation saves you the full $400 for the partial year.

State agencies that handle Rhode Island LLCs

Rhode Island Department of State, Business Services Division

Website: www.sos.ri.gov/divisions/business-services
Phone: (401) 222-3040
Email: corporations@sos.ri.gov
Mail: 148 W. River Street, Providence, RI 02904-2615
Hours: 8:30 AM to 4:30 PM Eastern, Monday to Friday

Rhode Island Division of Taxation

Website: tax.ri.gov
Phone: (401) 574-8829
Email: Tax.Corporate@tax.ri.gov
Mail: One Capitol Hill, Providence, RI 02908
Hours: 8:30 AM to 3:30 PM Eastern, Monday to Friday

Frequently Asked Questions

How much does it cost to form an LLC in Rhode Island in 2026?

The Articles of Organization filing fee is $150 by mail or $156 online through the Department of State portal. Add $50 to $125 per year for a commercial resident agent if you are not serving as your own. That is before the $400 minimum annual tax owed to the Division of Taxation starting in the first tax year.
Does Rhode Island really charge a $400 minimum tax on every LLC?

Yes. R.I. Gen. Laws 44-11-2(e) imposes a $400 minimum annual tax on every LLC regardless of federal tax classification. Single-member disregarded entities owe it on Form RI-1065, multi-member partnerships owe it on Form RI-1065, and S-corp or C-corp elections owe it on RI-1120S or RI-1120C. There is no classification that avoids the floor, and the minimum is not pro-rated by date of formation.
Does Rhode Island have an annual report for LLCs?

Yes. Rhode Island LLCs file Form 632 annual report with the Department of State between February 1 and May 1 each year, starting the calendar year after registration. The fee is $50 by mail or $52.50 online. A $25 late penalty applies starting June 1, and continued non-filing leads to revocation.
Do Rhode Island LLCs pay state income tax?

Default-classified LLCs pass through to members, who pay Rhode Island personal income tax at rates up to 5.99% on their share of income. The LLC itself owes the $400 minimum tax on Form RI-1065 regardless. C-corp-elected LLCs owe the greater of $400 or 7.0% of apportioned net income. Rhode Island also offers an elective Pass-Through Entity Tax at 5.99% as a federal SALT-cap workaround.
How long does it take to form a Rhode Island LLC?

Online filings through the Department of State portal typically clear in 2 business days. Mail filings run closer to 14 business days. Rhode Island does not publish a paid expedited tier for LLC Articles, though in-person submissions at 148 W. River Street in Providence can sometimes be processed the same day.
Should I form my LLC in Rhode Island instead of my home state?

Almost never, unless you actually live or operate here. The $400 minimum annual tax applies to every LLC, including foreign LLCs registered to transact business in Rhode Island, so forming here to run a business in Massachusetts or Connecticut adds cost instead of reducing it. For non-residents with no Rhode Island ties, cheaper annual states exist.
Does Rhode Island require an operating agreement?

No. R.I. Gen. Laws 7-16-2 defines an operating agreement as any agreement of the members, written or oral, and nothing needs to be filed with the state. A written agreement is still strongly advisable for multi-member LLCs and for banks that routinely ask for one when opening business accounts.
When is the Rhode Island $400 minimum tax due?

The $400 minimum tax is due on the 15th day of the 3rd month after the fiscal year closes, which is March 15 for calendar-year LLCs. It is filed with Form RI-1065 (partnerships and disregarded entities), Form RI-1120S (S-corps), or Form RI-1120C (C-corps). The tax is owed to the Division of Taxation and is separate from the $50 annual report filed with the Department of State.
How do I apply for an LLC in Rhode Island?

Apply for an LLC in Rhode Island by filing Articles of Organization (Form 400) with Rhode Island Department of State, Business Services Division. The filing fee is $150. Online filing is available through the state portal. Approval typically takes 2 business days online. Mail filings take about 14 business days. Before filing, pick a registered agent (see the Rhode Island registered agent guide) and confirm your business name is available using the state's entity search.

Compare Rhode Island to another state

Side-by-side breakdowns of fees, taxes, approval time, and compliance. Every other US jurisdiction has a dedicated compare page against Rhode Island.

A

C

D

I

K

L

Rhode Island vs Louisiana

M

N

O

P

Rhode Island vs Pennsylvania

S

T

U

Rhode Island vs Utah

V

W

Sources

Filing fee: www.sos.ri.gov/divisions/business-services/ri-business/start-your-rhod… · verified April 21, 2026
RI Department of State, Start Your Rhode Island Business page. Business Structure table lists Limited Liability Company (R.I. Gen. Laws Chapter 7-16) filing fee at $150 (paper or online). Online filings add a $6 enhanced access fee for a total of $156.
Filing fee: docs.sos.ri.gov/documents/BusinessServices/400-articles-of-organizatio… · verified April 21, 2026
RI Form 400 Articles of Organization for a Domestic Limited Liability Company (Revised 03/2026). States Filing Fee: $150.00. Instructions cite Section 7-16-6 of the General Laws of Rhode Island.
Expedited filing: www.sos.ri.gov/divisions/business-services/ri-business/start-your-rhod… · verified April 21, 2026
Rhode Island does not publish a paid expedited service tier for LLC Articles of Organization. Standard online filings are generally processed within 1 to 3 business days; in-person submissions at 148 W. River Street can be processed same day. Recorded as offered: false.
Annual report fee: www.sos.ri.gov/divisions/business-services/ri-business/file-your-annua… · verified April 21, 2026
RI Department of State Annual Report page. LLCs file Form 632 between February 1 and May 1 each year (starting the year after registration). Base filing fee $50, plus $2.50 enhanced access fee if filed online. $25 late penalty applied June 1 (plus $3 online filing fee).
Franchise tax: www.sos.ri.gov/divisions/business-services/business-basics/costs-and-f… · verified April 21, 2026
RI Department of State Costs and Fees page confirms every Legal Business Entity (Corporation, LLC, Limited Partnership) owes a $400 minimum corporate tax annually to the RI Division of Taxation, regardless of whether business was conducted or profit was made, and the amount is not pro-rated.
Franchise tax: tax.ri.gov/tax-sections/corporate-tax/tax-filing-requirements · verified April 21, 2026
RI Division of Taxation Tax Filing Requirements. LLCs not treated as corporations federally (including single-member LLCs) file Form RI-1065 and owe the $400 minimum tax under R.I. Gen. Laws 44-11-2(e). LLCs taxed as C corporations owe the greater of $400 or 7% of apportioned net income.
Operating agreement requirement: webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-2.HTM · verified April 21, 2026
R.I. Gen. Laws section 7-16-2 defines operating agreement as any agreement, written or oral, of the members. Rhode Island does not require LLCs to adopt a written operating agreement. Recorded as operatingAgreementRequired: false.
Foreign LLC registration fee: docs.sos.ri.gov/documents/BusinessServices/450-application-for-registr… · verified April 21, 2026
RI Form 450 Application for Registration of a Foreign Limited Liability Company. Filing fee $150. Requires a Certificate of Good Standing (dated within 60 days) from the home state.
Publication requirement: www.sos.ri.gov/divisions/business-services/ri-business/start-your-rhod… · verified April 21, 2026
Rhode Island does not require newspaper publication for LLC formation. Not addressed in R.I. Gen. Laws Chapter 7-16 or the Department of State start-a-business guide.
Business name search: business.sos.ri.gov/corpweb/corpsearch/corpsearch.aspx · verified April 21, 2026
RI Corporate Database entity search. Use to confirm name availability before filing Form 400.
Sales tax rate: tax.ri.gov/tax-sections/sales-excise-taxes/sales-use-tax · verified April 21, 2026
Rhode Island statewide sales and use tax is 7%. No local option; the 7% rate applies uniformly across the state.
Corporate income tax rate: tax.ri.gov/tax-sections/corporate-tax · verified April 21, 2026
Rhode Island C corporation income tax is a flat 7% of apportioned net income, with a $400 minimum. Rate has been 7% since January 1, 2015.

Legal Disclaimer: FreeNetLaw provides general legal information, not legal advice. The information on this site is not a substitute for consultation with a licensed attorney. Laws vary by jurisdiction and change frequently. Always verify information with official sources and consult a qualified attorney for advice about your specific situation.