How Much Does It Cost to Form an RI Corporation?
Legal business registration — and maintaining compliance with the state — involves necessary expenses and investment. Some of these costs are payable to the RI Secretary of State, while others are due to additional state entities or the federal government. Here are some common requirements and fees.
Please note that fees for a State of Rhode Island business license or permit may be due when you first form your business, on an ongoing schedule or on an ad hoc basis. Find more details below.
Initial Rhode Island Corporation Filing Fees
When starting a business in Rhode Island State, you’ll need to file a form and pay a filing fee. Here are the current Rhode Island corporation filing fees and times:
When you use Bizee to register a business in Rhode Island, we charge you the state filing fee and forward it to the Secretary of State when we file your Articles of Incorporation.
Employer Identification Number
Every corporation in the country should have a unique EIN (Employer Identification Number) from the Internal Revenue Service. You'll use it when you open a business bank account, file taxes and pay employees. You can get one directly from the IRS, or Bizee can get one for you.
If you want to do business in a state other than the one where your business is based, you must create a Foreign Corporation.
Rhode Island Foreign Corporation Registration
Before you can bring an arm of your business from another state into Rhode Island, you must request Rhode Island Foreign Qualification. This means the state gives you permission to conduct business there.
To request registration of a Rhode Island Foreign Corporation, you must complete an Application for Certificate of Authority and pay a filing fee of $310. The state may have additional registration requirements, so contact the Rhode Island State Secretary of State directly for more information and to ensure you're in compliance with RI corporation law.
Foreign Qualification to Operate in Another State
If you plan to expand your Rhode Island corporation into another state, you’ll first need Foreign Qualification or a Certificate of Authority from that state. This is necessary before you can create a physical presence, hire employees or bank in that state.
You'll likely have to complete at least one application and pay a filing fee, but each state has its own requirements. Before you start the process, compare state filing times and state filing fees so you can plan accordingly.
Above all, contact the state government entity that administers business (usually the Secretary of State) to confirm their requirements and for specific instructions.
If you need assistance, Bizee provides a complete Foreign Qualification service for all states.
Rhode Island Annual Report Requirements
Most states require business entities to file an annual (or other periodic) report. Rhode Island requires an annual report to be filed once a year with the RI Secretary of State.
When you complete your annual report you may file it online with the online filing system, accompanied with a filing fee of $50. If you choose to file online, you'll also be charged a $2.50 enhanced access online fee.
State of Rhode Island Business License and Permit Requirements
Before you start doing business, you must secure the necessary state, federal or local business licenses and permits to operate your corporation. Some of the fees will only need to be paid once, while others may be ongoing charges.
Permits and licenses vary based on:
You are required to have Rhode Island corporation bylaws if you form a corporation in the state. You won't need to file them with the Rhode Island Secretary of State however, simply make sure you have them with your documents and by all means, continue to follow them.
This document outlines rules for carrying out tasks related to managing your corporation including, but not limited to:
- the number of directors the corporation has
- how they'll be elected, their qualifications and the lengths of their terms
- when, where and how your board of directors can call and conduct meetings
- voting requirements
The bylaws must then be adopted (and amended, if necessary) by the board of directors and shareholders.
Drafting a set of bylaws can be extremely helpful in making sure you’re organized and can help protect your business from any future changes and events that may affect your business.
Other RI Corporation Filing Requirements and Fees
The State of Rhode Island requires you to complete a few more tasks before you can begin conducting business.
Issue Stock to Shareholders
To raise business capital and keep it separate from company owners' money, every Rhode Island corporation must sell stock to its shareholders. The Articles of Incorporation must authorize the sale of at least one class of share, and the corporation cannot sell more shares than are authorized.
Hold Annual General Meetings
In Rhode Island, corporations are required to hold annual meetings. That being said, if you fail to do so RI Gen L Title 7, Chapter 7-1.2, § 7-1.2-701 states, "Failure to hold the annual meeting at the designated time does not work a forfeiture or dissolution of the corporation. If the annual meeting is not held within any thirteen (13) month period the superior court may, in its discretion, on the application of any shareholder, summarily order a meeting to be held."
Change the Registered Agent
If your corporation is based in Rhode Island, then you must have a Registered Agent in the state. You'll need to appoint one when you file your Articles of Incorporation. You can also change to a new Registered Agent later by filing a form and paying a fee of $10.
Reserving a Name for Your Corporation
If you're not quite ready to start your business, you can reserve a name for 120 days with the Secretary of State by filing a form and paying a fee of $50. First, conduct an RI corporation search and learn the state's business naming rules to ensure you choose a name that meets legal requirements.
Amending Facts About Your Corporation
When you incorporate, the Rhode Island business forms you fill out include certain facts about your business at that time. Through the years, some or all of this information may change. If it does, you'll need to file Articles of Amendment with the Secretary of State along with a filing fee of $50. You can do this yourself or Bizee can do it for you.
You'll need to file Articles of Amendment when you:
- Change the company's name
- Add, remove or change a director
- Change the Registered Agent
- Change the number of shares your corporation is authorized to issue
- Change any other facet of your business that was listed on the original Articles of Incorporation
Get a Certificate of Good Standing
Some organizations may request that you prove your corporation's compliance with laws and tax requirements. In most states, including Rhode Island, this proof is provided with a Certificate of Good Standing.
If you need to prove you have met your commitments, you’ll need to request an RI Certificate of Good Standing from the RI Secretary of State. You can place this request via the Secretary of State website along with a filing fee of $22.
The information listed above details many of the fees a standard corporation will be required to pay in Rhode Island. In some circumstances, there may be other one-off, periodic or ad hoc fees not listed above.
Of course, your corporation will also probably need to pay federal, state, self-employment (if it's an S Corp) and other taxes. You'll find more information on the Rhode Island taxes page.