Rhode Island: LLC Annual and Biennial Report Requirements

Requirements one by one

Periodic report obligation

Rhode Island requires every LLC to file an annual report with the Department of State's Business
Services Division under the Rhode Island Limited Liability Company Act (R.I. Gen. Laws § 7-16-66).
Both Rhode Island LLCs and out-of-state (foreign) LLCs authorized to transact business must file.
This is a Business Services filing — not a Division of Taxation return — so it is the main filing that
keeps your LLC in good standing.

Frequency and first report

The report is due every year, except the year you form. The statute requires it "in each year
following the calendar year in which its original articles of organization or application for
registration were filed" (§ 7-16-66(a)). So if you organized any time in 2026, you file nothing that
year and your first annual report is due in the February 1–May 1 window of 2027. New owners often
expect a report right after forming; Rhode Island does not work that way.

Due date and filing window

Rhode Island uses a fixed statewide window: "between the first day of February and the first day
of May" each year (§ 7-16-66(a)). It is the same window for every LLC, not tied to your formation
anniversary. A helpful backstop: under § 7-16-66(b), a report "deposited in the United States mail"
before May 1, properly addressed with postage prepaid, "is deemed to be timely filed" even if it
arrives later — so keep your proof of mailing. The state mails a courtesy reminder before February 1,
but missing that notice does not excuse a late filing.

Filing office and method

File with the Rhode Island Department of State, Business Services Division — online through the
Department's business portal, or on paper Form 632 by mail or in person. You can confirm past filings
in the Department's Corporate Database.

Required information

Section 7-16-66(a) keeps the report short: the LLC's name and principal-office address; the state or
jurisdiction where it was formed; a current mailing address and a contact person; a brief statement
of the character of the business it actually conducts in Rhode Island; and any additional information
the Department requires. It asks for no financial figures and no ownership breakdown. (A 2021
amendment deleted two former items.) The information is given "as of the date of the execution of the
report" (§ 7-16-66(b)).

Filing fee and related charges

The fee is $50 (§ 7-16-65(13)). Filing online adds a small enhanced-access (portal) fee that the
state shows at checkout. No franchise or income tax rides along with the report.

Late fee and delinquency

An LLC that "fails or refuses to file its annual report for any year within thirty (30) days after
the time prescribed ... is subject to a penalty of twenty-five dollars ($25.00) per year"
(§ 7-16-66(d)). There is a narrow safety valve: if the Department returns a report because it does
not conform, the penalty does not apply as long as you correct and return it within 30 days
(§ 7-16-66(c)). The bigger risk is that failing to file the annual report is a ground for the
Department to revoke your certificate of organization (§ 7-16-41(a)(3)), after at least 60 days'
written notice (§ 7-16-41(b)). Once the certificate of revocation issues, "the authority of the
limited liability company to transact business in this state ceases" (§ 7-16-42(b)).

Dissolution, reinstatement, and cure

If the delinquency is not cured, the Department revokes the certificate of organization (§§ 7-16-41,
7-16-42) and the LLC loses its authority to do business. Rhode Island's comeback window is unusually
long. "Within twenty (20) years" after the certificate of revocation, the secretary of state may
withdraw it and "retroactively reinstate the limited liability company in good standing as if its
certificate ... had not been revoked" (§ 7-16-43(a)). To do it, the LLC files the reports it had
failed to file, pays a penalty of $50 for each year (or part of a year) since the revocation, and
files a certificate of good standing from the Rhode Island Division of Taxation. If another
business took the LLC's name in the meantime, reinstatement is conditioned on adopting a new,
distinguishable name (§ 7-16-43(b)).

What trips people up

• No report in your formation year. The first report is due the year after you form
  (§ 7-16-66(a)); a company formed in March files its first report the next February–May.
• It is a fixed window, not an anniversary date. Every LLC files between February 1 and May 1
  (§ 7-16-66(a)).
• The late penalty starts 30 days after May 1. The $25-per-year penalty applies once you are more
  than 30 days past the deadline (§ 7-16-66(d)).
• Reinstatement needs a tax clearance. You cannot simply refile — § 7-16-43(a) requires a
  certificate of good standing from the Division of Taxation, plus $50 per year since revocation.
• The reinstatement window is 20 years, not 10. A 2021 amendment doubled it; older state handouts
  and filing-service pages still say ten years (§ 7-16-43(a)).

Common questions

When is my Rhode Island LLC's annual report due?
Between February 1 and May 1 each year (§ 7-16-66(a)) — with none due in the year you formed. Your
first report is due that window in the calendar year after formation.

How much does it cost?
$50 (§ 7-16-65(13)), plus a small online portal fee if you file electronically. Filing more than 30
days late adds $25 per year (§ 7-16-66(d)).

What happens if I skip it?
You owe the $25-per-year penalty, and the Department can revoke your certificate of organization after
at least 60 days' notice (§§ 7-16-41, 7-16-42) — which ends your authority to do business.

Can I bring a revoked Rhode Island LLC back?
Yes, for up to 20 years: file the missed reports, pay $50 per year since revocation, and submit a
tax good-standing certificate from the Division of Taxation (§ 7-16-43). Reinstatement is retroactive,
as if the LLC had never been revoked.

Statutes and sources

• R.I. Gen. Laws § 7-16-66 — LLC annual report: February 1–May 1 window, year-after-formation
  first report, contents, timely-mailing rule, and the $25-per-year penalty.
  https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-66.htm (accessed 2026-07-16)
• R.I. Gen. Laws § 7-16-65 — filing fees, including the $50 annual-report fee (subdivision (13)).
  https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-65.htm (accessed 2026-07-16)
• R.I. Gen. Laws § 7-16-41 — revocation of the certificate of organization for failing to file
  the annual report, after at least 60 days' notice.
  https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-41.htm (accessed 2026-07-16)
• R.I. Gen. Laws § 7-16-42 — on the certificate of revocation, the LLC's authority to transact
  business ceases. https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-42.htm (accessed 2026-07-16)
• R.I. Gen. Laws § 7-16-43 — reinstatement within 20 years by filing missed reports, paying $50
  per year, and a Division of Taxation good-standing certificate.
  https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-43.htm (accessed 2026-07-16)
• Rhode Island Department of State — Form 632 — $50 fee, $25 late penalty, February 1–May 1
  window, and the pre-February courtesy reminder.
  https://docs.sos.ri.gov/documents/BusinessServices/632-limited-liability-company-annual-report.pdf (accessed 2026-07-16)