How to File Articles of Organization in Rhode Island

Many Rhode Island entrepreneurs choose to form a limited liability company (LLC) because of the many benefits of this business entity type. An LLC provides liability protection, for instance, so your assets are not at risk if your business is sued or cannot pay debts. 

An LLC is a “pass-through entity” for tax purposes, meaning that the LLC itself is not taxed. Instead, income passes through the business to the LLC owners or members, who report it on their tax returns. LLCs also offer flexibility in terms of management and taxation. 

Creating an LLC is relatively straightforward, but ensuring it’s done correctly is crucial to getting your Rhode Island business on the right foot. The most critical step is filing articles of organization. 

What Are Articles of Organization for an LLC?

The articles of organization is a legal document filed with the Department of State to form an LLC officially. It will include your business name, address, registered agent information, and more, as detailed below. 

First, Select a Registered Agent for Your State LLC

Rhode Island requires LLCs to appoint a registered agent, a person or company authorized to accept and respond to official business correspondence, such as legal, tax, or financial documents. 

The registered agent ensures all required notices and documents are received. In Rhode Island, the registered agent can be an LLC member, individual, or entity that meets state requirements. In Rhode Island, a registered agent must:  

• Be 18 years or older
• Have a physical address in the state 
• Be available during regular business hours 
• Be registered to operate in the state, if it’s a business

Many business owners hire a registered agent service to ensure their LLC stays fully compliant and for convenience. 

If you choose to be your registered agent, you must be at your registered agent’s address for all business hours. A registered agent service allows you to be wherever you need to be to run and grow your business. 

How to Submit Articles of Organization in Rhode Island

To start, visit the Department of State website to access the articles of organization online. Then, from the homepage, click on File Online and Start a RI Business to begin the filing process.

In Rhode Island, the articles of organization require the following information:

• LLC name
• Principal office address
• Registered agent information
• Registered office address
• Provisions
• Member and manager information
• Effective date

Enter your business information in the fields of the form. Once complete, review entries and make adjustments. Then confirm by providing an electronic signature and proceed to the payment screen. 

Some entrepreneurs hire an LLC formation service like ZenBusiness to handle this step, saving time and ensuring the process is done correctly. 

Draft an Operating Agreement

Rhode Island does not require an operating agreement, but it’s a crucial document that defines members’ ownership percentages and profit allocations. Those are the two key elements, but it should also include the following:

• Each member’s rights and responsibilities
• Management structure and roles 
• Voting rights of each member
• Rules for meetings and voting
• What happens when a member sells their interest, becomes disabled, or dies

You can find operating agreement templates online, but it’s best to have them drawn up or reviewed by an attorney. The language of an operating agreement is crucial and can often help determine how member disputes will be resolved. Here you can obtain a free operating agreement template for your Rhode Island LLC.

Contact Information for the Department of State

Rhode Island Department of State Website

Phone:  (401) 222-3040

Mailing Address:
148 W. River St.
Providence, RI 02904

In Closing

There’s only one way to create an LLC in Rhode Island: successfully filing articles of organization. If you make any mistakes, you’ll likely have to refile, so be sure to do it right the first time and set your business up for serious success!