Nonprofit Corporation Formation Filing in Rhode Island

At a glance

Requirements one by one

Filing and incorporators

Section 7-6-33(a) permits one or more persons to sign duplicate articles and deliver them to the Secretary of State. Under § 7-6-35(a), the state files a conforming original and issues a certificate after payment.

Name and purpose

The articles state a name, duration, and purposes under § 7-6-34(a)(1)–(3). Section 7-6-11(a) requires a generally distinguishable name that does not imply a purpose outside the articles.

First directors

Section 7-6-34(a)(6) calls for the first board's number, names, and addresses. Section 7-6-23(a) sets a floor of three directors; subsection (b) says the initial directors are named in the articles.

Registered office and agent

The articles give the registered-office address and agent's name under § 7-6-34(a)(5). Section 7-6-12 sets the continuing office and agent rule and identifies who may serve.

Fee and existence

Section 7-6-92(1) charges $35 for the articles and certificate. Under § 7-6-36, existence begins on certificate issuance or on a later date stated in the articles, no more than 30 days after filing.

What trips people up

Filing the articles and receiving the certificate are separate steps under §§ 7-6-35–36. Corporate existence turns on certificate issuance unless a permitted later date is stated.

Common questions

Must the articles say whether there are members? Section 7-6-34(a) lists the required statements without a member-status item.

Must the agent sign a separate acceptance? The initial-agent article item in § 7-6-34(a)(5) calls for office and agent identification, not a separate acceptance.

Statutes and sources

• R.I. Gen. Laws § 7-6-33(a): “One or more persons may incorporate a corporation by signing and delivering articles of incorporation in duplicate to the secretary of state.” Official source (accessed 2026-10-01).

• R.I. Gen. Laws § 7-6-34(a)(1)–(3): “The articles of incorporation shall set forth: (1) The name of the corporation; (2) The period of duration, which may be perpetual; (3) The purpose or purposes for which the corporation is organized;” Official source (accessed 2026-10-01).

• R.I. Gen. Laws § 7-6-34(a)(5)–(7): “(5) The address of its initial registered office, and the name of its initial registered agent at the address; (6) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors; (7) The name and residence or business address of each incorporator.” Official source (accessed 2026-10-01).

• R.I. Gen. Laws § 7-6-11(a)(1)–(2): “The corporate name: (1) Shall not contain any word or phrase that indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation. (2) Shall be distinguishable upon the records of the secretary of state from:” Official source (accessed 2026-10-01).

• R.I. Gen. Laws § 7-6-12(1)–(2): “Each corporation shall have and continuously maintain in this state: (1) A registered office, which may be the same as its principal office; (2) A registered agent, who may be either an individual resident in this state whose business office is identical with the registered office, or a domestic corporation, whether for profit or not for profit, or a foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in this state, having an office identical with the registered office.” Official source (accessed 2026-10-01).

• R.I. Gen. Laws § 7-6-23(a)–(b): “The number of directors of a corporation shall be not less than three (3). Subject to limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors, which number shall be fixed by the articles of incorporation.” Official source (accessed 2026-10-01).

• R.I. Gen. Laws § 7-6-23(b): “The directors constituting the first board of directors shall be named in the articles of incorporation and hold office until the first annual election of directors or for any other period that may be specified in the articles of incorporation or the bylaws.” Official source (accessed 2026-10-01).

• R.I. Gen. Laws § 7-6-35(a): “The articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the articles of incorporation conform to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed: (1) Endorse on the original the word “Filed”, and the month, day, and year of the filing; (2) File the original in the secretary of state’s office; and (3) Issue a certificate of incorporation.” Official source (accessed 2026-10-01).

• R.I. Gen. Laws § 7-6-36: “Upon the issuance of the certificate of incorporation, or upon a later date, not more than 30 days after the filing of articles of incorporation, that is set forth in the articles, the corporate existence begins, and the certificate of incorporation is conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.” Official source (accessed 2026-10-01).

• R.I. Gen. Laws § 7-6-92(1): “Filing articles of incorporation and issuing a certificate of incorporation, thirty-five dollars ($35.00).” Official source (accessed 2026-10-01).