Rhode Island Foreign LLC Registration: Form 450

Rhode Island LLC registration at a glance

Filing

Form 450, Application for Registration for a Foreign Limited Liability Company

State fee

$150 filing fee ($156 with the charges Rhode Island collects at filing)

Total with us

$355, first year of Rhode Island resident agent service included

Home-state certificate

Required, dated within 60 days

Rhode Island yearly filing

Yearly report (named below), $50, every year

Filed with

Rhode Island Department of State, Business Services Division

What Form 450 asks for

For Form 450, Rhode Island needs:

• The exact name of your LLC as formed, or an alternate name if that name is taken there
• The state it was formed in and its date of formation
• A Rhode Island resident agent with a street address there; we fill in ours
• A principal office address
• A certificate of good standing from the home state, no older than 60 days when Rhode Island receives it

LLC into Rhode Island, by home state

The first-year total adds the home state's certificate fee to the $355 checkout total; the certificate is ordered from that state.

When Rhode Island expects an LLC to register

Rhode Island law lists 12 activities that do not, on their own, count as doing business in Rhode Island. A one-off transaction completed within 30 days, and not one of a series, does not count either. An office, staff, or regular sales and contracts there are what typically lead to registration.

If you do business in Rhode Island without registering

An unregistered LLC doing business there cannot start a lawsuit in Rhode Island courts until it registers. Its contracts stay valid, and it can still defend a case brought against it. Members and managers do not become personally liable just because the LLC skipped registration. A Rhode Island court can order the LLC to stop doing business there until it registers. With no resident agent on file, legal papers can be served through the Rhode Island Department of State.

Rhode Island resident agent rule

Rhode Island requires every registered foreign LLC to keep a resident agent there. Rhode Island allows a Rhode Island resident or an entity qualified to do business in the state to serve. The agent needs a Rhode Island street address where the agent can be found during normal business hours to accept service of process. Switching agents later costs $20. Our $199 includes the first year of Rhode Island resident agent service, then $149 a year.

Rhode Island yearly filings

Once registered, your LLC files the Rhode Island Annual Report for a Limited Liability Company (Form 632) every year, at $50, due May 1. The Rhode Island filing window opens February 1 and closes May 1. Filing it late adds $25. From year two, keeping the Rhode Island registration costs $199 a year with our resident agent service.

How long Rhode Island takes

We file Form 450 with the Rhode Island Department of State.

Leaving Rhode Island later

If your LLC stops doing business there, it ends the registration by filing a Certificate of Cancellation. Until that is filed, Rhode Island's yearly filing stays due.