Domestic LLC Formation Filing Requirements in Rhode Island
At a glance
| Governing law and filing record | Current Rhode Island Limited Liability Company Act, ch. 7-16; Department of State Articles of Organization, Form 400, for ordinary domestic LLC. Replacement ch. 7-16.1 starts Jan. 1, 2028 (§§ 7-16-1, -6; 2026 ch. 247) |
|---|---|
| Organizer and signature | Articles signed by 1+ authorized persons who need not be members; state signer name/address. Attorney-in-fact allowed; POA not filed. Execution affirms truth; Form 400 uses perjury declaration (§§ 7-16-6(a)(7), -7) |
| Required entity and purpose terms | Distinguishable name ending “limited liability company” or “L.L.C.”; mandatory intended federal tax-treatment choice. Lawful-business/perpetual defaults unless articles limit purpose/duration (§§ 7-16-3, -6(a)(1), (3), (5), 7-16-9) |
| Addresses and service fields | Resident-agent name and Rhode Island street address required; principal-office address if determined, otherwise current form permits “not yet determined.” Signer address and required filer-contact sheet are public/packet fields (§§ 7-16-6, -11; Form 400) |
| Management and owner disclosure | Choose member or manager management. If managers exist at formation, list each name/address; member-managed filing lists no members. No ownership percentages (§ 7-16-6(a)(6); Form 400) |
| Optional and restricted provisions | May add lawful provisions, including limited purpose/duration and operating-agreement provisions; attachments allowed. Statutory powers need not be restated (§ 7-16-6(a)(5), (b); Form 400) |
| Filing method, fee, and attachments | Online $150 + $6 enhanced fee = $156; paper by mail or in person $150. Filer Contact Information sheet required. No substantive ordinary attachment unless adding optional provisions (SOS fee schedule/Form 400) |
| Formation and effective date | Effective when Department issues certificate/evidence of accepted filing, or on stated later date ≤90 days after filing. Form 400 offers date received or later date (§ 7-16-8(f)–(g)) |
| Publication and initial follow-up | No formation publication or one-time initial report under current Act/form. First annual report is Feb. 1–May 1 of year after formation; $50 base fee. Recheck under replacement act for 2028 filings (§§ 7-16-65 to -66; 2026 ch. 247) |
Requirements one by one
Governing law and filing record
Rhode Island currently forms an ordinary domestic LLC under Chapter 7-16 by filing Articles of Organization, Department of State Form 400. That current Act remains the filing law through December 31, 2027. Enacted 2026 Public Laws chapter 247 repeals and replaces it effective January 1, 2028.
Organizer and signature
At least one authorized person signs the articles under § 7-16-7 and need not be a member. The articles state that signer's name and address under § 7-16-6. An attorney-in-fact may sign without filing or acknowledging the power of attorney.
Execution affirms that the facts are true. Current Form 400 uses a declaration under penalty of perjury and requires the authorized person's signature and date.
Required entity and purpose terms
The name ends with “limited liability company” or “L.L.C.” and must be distinguishable under § 7-16-9. The articles also select intended federal income- tax treatment as a partnership, corporation, or disregarded entity. That is a required state filing field, though the filing itself does not make tax advice or guarantee the federal classification.
Under § 7-16-3, lawful-business and perpetual-existence defaults apply. A more limited purpose or duration may be stated in the articles.
Addresses and service fields
Under § 7-16-11, the articles state the resident agent's name and Rhode Island address. Current Form 400 requires a street address rather than a P.O. box. The principal-office address is required only if determined at formation; the form permits “not yet determined” when it is not.
The authorized signer's address is also public. The packet's separate Filer Contact Information page marks every contact field required for processing.
Management and owner disclosure
The articles choose member or manager management. If managers exist at formation, § 7-16-6 requires each manager's name and address. Form 400 tells a member-managed filer not to complete the manager chart. It does not request member identities or ownership percentages.
Optional and restricted provisions
The members may add provisions consistent with law, including a narrower purpose or duration and provisions that could appear in an operating agreement. Form 400 permits an attachment for that optional material. The articles need not repeat the Act's statutory powers.
Filing method, fee, and attachments
Paper Form 400 may be mailed or delivered in person for $150. Online filing has the same $150 state fee plus a $6 enhanced fee, for $156 total. The Filer Contact Information sheet is part of the required packet.
An ordinary LLC needs no substantive attachment unless it chooses to include additional provisions or needs extra space.
Formation and effective date
Under § 7-16-8, the articles take effect when the Department issues a certificate or other evidence of acceptance. The articles may instead state a later date no more than 90 days after filing. Current Form 400 presents the choice as “Date received” or a later effective date.
What trips people up
Rhode Island requires an intended federal tax-treatment selection in the state articles. It is not merely an optional questionnaire item, and it should not be confused with obtaining a federal tax election.
Manager disclosure is asymmetric. A manager-managed LLC lists each initial manager, while a member-managed LLC does not list its members on Form 400.
There is no formation publication or one-time initial report. Under § 7-16-66, the first recurring annual report is due between February 1 and May 1 of the year after formation, with a $50 statutory base fee under § 7-16-65.
The current formation rules should not be reused for a filing on or after January 1, 2028. The enacted replacement act requires a fresh review of the new chapter and then-current Department form.
Common questions
Must the authorized person become a member?
No. Section 7-16-7 expressly says the signer need not be a member.
Does a member-managed LLC identify its owners?
No. It checks the member-management box but leaves the manager chart blank; Form 400 requests no ownership percentages.
How much is online filing?
The fee schedule lists a $150 filing fee and a $6 enhanced fee, totaling $156.
Statutes and sources
- R.I. Gen. Laws §§ 7-16-1, -3, -6 to -9, -11, and -65 to -66 — current Act, lawful-purpose/duration defaults, required and optional articles, signature, filing/effective date, name, agent, fees, and later annual report. Official General Assembly pages, accessed July 29, 2026.
- Rhode Island Department of State Form 400 (rev. 03/2026) and fee schedule — current public fields, processing contact sheet, paper/online routes, $150 fee, $6 online enhancement, perjury declaration, and 90-day delay. https://docs.sos.ri.gov/documents/BusinessServices/400-articles-of-organization.pdf and https://docs.sos.ri.gov/documents/BusinessServices/business-forms-fee-schedule.pdf (accessed July 29, 2026).
- 2026 R.I. Pub. Laws ch. 247 — repeal and replacement of current Chapter 7-16 effective January 1, 2028. https://webserver.rilegislature.gov/PublicLaws/law26/law26247.htm (accessed July 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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