Rhode Island Articles of Incorporation
Rhode Island articles of incorporation form a corporation by filing Form 100 with the Department of State for $230, setting the name, shares, and registered agent. Attorney review available.
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Introduction
Rhode Island charges one of the higher corporation formation fees in the country to file articles of incorporation (Form 100) with the Department of State, the document that creates a corporation as a separate legal entity so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. In Rhode Island you form a business corporation by filing Articles of Incorporation (Form 100) with the Rhode Island Department of State, Business Services Division, and the filing fee is $230; once the articles are filed, the Secretary of State issues a certificate of incorporation. Rhode Island law requires the articles to state the corporate name, the total number of shares the corporation has authority to issue (and, if more than one class, the number of each class), the address of the initial registered office and the name of the initial registered agent, and the name and address of each incorporator (R.I. Gen. Laws 7-1.2-202). The registered agent must have a physical Rhode Island address. Rhode Island charges a minimum business corporation tax of $400 per year, whether or not the corporation is active or profitable, collected by the Rhode Island Division of Taxation (R.I. Gen. Laws 44-11-2). After formation, the corporation must file an annual report with the Department of State each year between February 1 and May 1, with a $50 fee. DocDraft builds your Rhode Island articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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In Rhode Island, articles of incorporation are the founding document filed with the Department of State to create a corporation as a separate legal entity, and once they are filed the Secretary of State issues a certificate of incorporation.
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You file the Articles of Incorporation (Form 100) with the Rhode Island Department of State, Business Services Division, and pay a $230 filing fee. The Business Services Division is the filing office for forming a Rhode Island corporation.
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Rhode Island requires the articles to state the corporate name, the total number of shares the corporation has authority to issue, the initial registered office and registered agent, and the name and address of each incorporator (R.I. Gen. Laws 7-1.2-202).
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The registered agent named in the articles must have a physical Rhode Island address and agree to accept legal papers for the corporation. The corporation must keep a registered agent on file for as long as it exists.
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Rhode Island charges a minimum business corporation tax of $400 per year, whether or not the corporation is active or profitable, collected by the Rhode Island Division of Taxation (R.I. Gen. Laws 44-11-2). A corporation pays the greater of the tax on its net income or the $400 minimum.
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After formation, a Rhode Island corporation must file an annual report with the Department of State each year between February 1 and May 1, with a $50 fee. Filing on time keeps the corporation in good standing.
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Articles of incorporation form a corporation. To form a Rhode Island limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Rhode Island, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Rhode Island Requirements for Articles of Incorporation
File Form 100 With the Business Services Division
A Rhode Island business corporation is formed by filing Articles of Incorporation (Form 100) with the Rhode Island Department of State, Business Services Division. The filing fee is $230. Once the articles are filed, the Secretary of State issues a certificate of incorporation.
Corporate Name Under 7-1.2-401
The corporate name in the articles must satisfy R.I. Gen. Laws 7-1.2-401 and be distinguishable from other entities on record with the Rhode Island Department of State (R.I. Gen. Laws 7-1.2-202).
Registered Office and Registered Agent
The articles must state the address of the initial registered office and the name of the initial registered agent, who must have a physical Rhode Island address and agree to accept legal papers for the corporation (R.I. Gen. Laws 7-1.2-202).
Total Authorized Shares
The articles must state the total number of shares the corporation has authority to issue. If more than one class is authorized, the articles must state the total number of shares of each class and the rights of each class (R.I. Gen. Laws 7-1.2-202).
Incorporators
The articles must give the name and address of each incorporator. An incorporator does not have to be an owner, director, or officer of the corporation (R.I. Gen. Laws 7-1.2-202).
File the Annual Report Between February 1 and May 1
After formation, a Rhode Island corporation must file an annual report with the Department of State each year between February 1 and May 1, with a $50 fee. It updates the state on the address, officers, and registered agent.
Minimum Business Corporation Tax
Rhode Island charges a minimum business corporation tax of $400 per year, collected by the Rhode Island Division of Taxation, owed whether or not the corporation is active or profitable (R.I. Gen. Laws 44-11-2). This is general information, not tax advice.
Corporation Versus LLC
Articles of incorporation form a corporation. To form a Rhode Island limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.