Rhode Island LLC filing fee: $150 to form, $450 a year to keep

Rhode Island charges $150 to file Articles of Organization under § 7-16-65(1), plus a $6 enhanced access fee when you file online, for a $156 online total.

The larger cost arrives every year after: a mandatory $400 annual charge paid to the Division of Taxation on top of a $50 Rhode Island annual report. If you hold several Rhode Island entities, that $450 floor applies to each one, idle or not, and the two charges go to different agencies on different deadlines.

What it costs to form a Rhode Island LLC

Rhode Island's formation fee is a flat $150 set by statute, and the official Secretary of State (SOS) fee schedule adds a $6 enhanced access fee to online Articles of Organization. That surcharge funds RI.gov, the state's online filing vendor. The statutory $150 itself hasn't changed in more than a decade.

You can file on paper or through the state's online filing portal; the table compares what each route costs and how long it takes.

The SOS says filings are processed within two business days of receipt, while its Start Your Business page says one to three business days. If you are filing on paper against a deadline, confirm current turnaround with the SOS Business Services Division at 401-222-3040.

What a foreign LLC pays to register in Rhode Island

An LLC formed in another state pays $150 to register in Rhode Island, the same as a domestic formation, under § 7-16-65(15). Section 7-16-49(a) requires that registration before the LLC transacts business in the state. Under § 7-16-49(b), the application for registration gives your home state and date of organization, your Rhode Island resident agent, a mailing address, and whether members or managers run the LLC.

Registering also brings recurring costs. The $50 annual report applies to domestic and foreign LLCs alike under § 7-16-66, and later changes carry their own fees: $50 to amend the registration under § 7-16-65(16) and $75 to cancel it under § 7-16-65(17). The SOS foreign business costs page lists the $400 Division of Taxation minimum tax for foreign LLCs too, owed each year until the business is formally dissolved, a step the page distinguishes from administrative revocation.

What a Rhode Island LLC owes each year: the $50 annual report and $400 annual charge

Expect at least $450 a year: a $50 annual report and the $400 annual charge. Division Notice 2026-01 lists the $400 for every tax year from 2017 through 2026. It applies the charge to single-member and multi-member LLCs alike, including the years an LLC forms and dissolves.

The two charges go to different agencies, on different calendars, with different late penalties.

The annual report costs $50 under § 7-16-65(13) and is due between February 1 and May 1 of each year after the year of formation under § 7-16-66(a). Filing online adds a $2.50 enhanced access fee, per the SOS annual report page. If you file more than 30 days late, your LLC owes a $25 penalty for that year under § 7-16-66(d), which the SOS applies on June 1.

The $400 annual charge comes from § 7-16-67(c)(2), which sets the charge for LLCs not taxed as corporations at the corporate minimum tax. LLCs taxed as C corporations pay the greater of the 7% corporate income tax or $400.

You pay the charge with your Division of Taxation return. For calendar-year LLCs taxed as partnerships or S corporations, Notice 2026-01 puts that return at March 15; the SOS LLC filing guide lists April 15 for single-member LLCs, and Division regulations tie a single-member LLC to its owner's type. Section 7-16-67(c)(2) also states a due date of the 15th day of the fourth month after the tax year ends. Under § 7-16-67(e), though, a charge still unpaid when the return is due picks up a $100 addition, so paying with the return avoids it. These dates generally track the federal deadline; confirm against current Division of Taxation instructions each year.

H 8450 would replace the annual charge with a franchise fee of at least $450 for LLCs. The House Corporations Committee held it for further study in April 2026, and Notice 2026-01 applies the $400 charge to tax year 2026. Separately, Rhode Island enacted a replacement LLC act in June 2026 (2026 Public Laws chapter 247 and its companion, chapter 246), effective January 1, 2028. The new act keeps the SOS fees at their current amounts under § 7-16.1-122 and carries the annual charge into § 7-16.1-213, which names domestic and foreign LLCs in its return requirement.

What a late or missed filing costs a Rhode Island LLC

A late report costs $25 a year under § 7-16-66(d), and a late annual charge picks up a $100 addition under § 7-16-67(e); the larger exposure is revocation. Failing to file the annual report is grounds for the SOS to revoke your LLC's certificate of organization under § 7-16-41(a)(3), after at least 60 days' written notice to the resident agent under § 7-16-41(b).

Within 20 years of revocation, reinstatement under § 7-16-43(a) requires three things:

• Filing the missed annual reports

• Paying a $50 penalty for each year or part of a year since revocation

• A certificate of good standing from the Division of Taxation

Because the reinstatement penalty runs per year, a revocation left unresolved gets more expensive the longer it sits.

Other Rhode Island filing fees an LLC may pay

Several smaller SOS fees, each set in its own subsection of § 7-16-65, add up over the life of the entity. Most can also be filed online for an added enhanced access fee of $2 to $2.50, per the SOS fee schedule.

• Name reservation: $50 under § 7-16-65(8) holds a name for 120 days, per Form 620. The reservation cannot be extended; you can refile only after the original reservation expires.

• Amendments: Amending or restating the Articles of Organization costs $50 under § 7-16-65(2). The $100 fee in § 7-16-65(3) applies only to mergers and consolidations.

• Resident agent changes: Rhode Island calls the registered agent a resident agent. Changing it on Form 642 costs $20 under § 7-16-65(10), per the SOS registered agent page. Changing only the resident office on Form 642A carries no fee.

• Certificates and copies: A certificate of good standing costs $22 online or $20 in person, by phone, or by mail, per the SOS Order Certificates page. In-depth certificates cost $30, and certified copies cost $10 plus $0.15 per page, per the Order Certified Copies page.

• Resident agent requirement: State law requires every Rhode Island LLC to keep a resident agent under § 7-16-11(a). The agent can be an individual Rhode Island resident or an entity authorized in the state, including professional registered agent services; the Rhode Island registered agent guide covers the role in detail.

Individually these are small. If your LLC changes agents, amends its articles, and orders a good standing certificate for a lender in the same year, it pays close to $100 in SOS fees.

How Rhode Island's fees compare to other states

Rhode Island's $150 formation fee is modest, but its recurring minimum of $450 ($400 annual charge plus the $50 report, before online fees or penalties) lands well above Connecticut and just below Massachusetts.

Two neighboring states show the range:

• Connecticut charges $120 to form an LLC and $80 for each annual report, per its LLC forms and fees page.

• Massachusetts charges $500 to form an LLC and $500 for each annual report under M.G.L. c. 156C, § 12.

At the low end, Montana charges $35 to file Articles of Organization, per its SOS fee page, so among these four states Rhode Island's $150 sits much closer to the bottom of the formation range than the top.

Both Rhode Island figures have been stable: the $150 for more than a decade and the $400 since tax year 2017. The SOS Start Your Business page states that the $400 minimum tax is not pro-rated and is owed even if the business conducted no activity or made no profit, so an idle LLC still owes $450 a year to stay current. Compare that with the minimum tax requirements in other states when you budget Rhode Island entities alongside the rest of your portfolio.

Stay ahead of every Rhode Island LLC deadline with Discern

Rhode Island splits LLC upkeep between two agencies: a $50 annual report to the SOS each spring and a $400 annual charge to the Division of Taxation, each with its own penalty for missing it. Discern forms Rhode Island LLCs, serves as your resident agent, and creates the annual report filing from your entity record in advance of the February 1 to May 1 window. For the $400 annual charge, Discern tracks the Division of Taxation due date and sends reminders; the return itself stays with your tax team. See current Discern pricing details for what each service costs.

Across a portfolio, every Rhode Island entity runs on the same two calendars, and each one carries its own $25 report penalty and $100 addition. Most filings complete in seconds; autofilings run in perpetuity without manual input. Vestwell, with 7 entities registered across 30 states, consolidated onto one registered agent and cut annual-report compliance to minutes of work per year. Your team sees every entity's Rhode Island dates in one dashboard instead of tracking two agencies entity by entity.

Book a demo with Discern to see how it handles Rhode Island filings across your portfolio.

Frequently asked questions about Rhode Island LLC filing fees

These answers cover the fee questions multi-entity teams ask most often about forming and maintaining a Rhode Island LLC.

How much does it cost to form an LLC in Rhode Island?

The statutory fee is $150 for Articles of Organization; filing online adds a $6 enhanced access fee, for $156 total. Reserving a name first is optional and costs $50. Budget for the $400 annual charge in the formation year as well, because the Division of Taxation applies it to the year your LLC forms. The Rhode Island LLC formation guide walks through each filing step.

What does a Rhode Island LLC cost to keep each year?

At minimum, $450: the $50 annual report and the $400 annual charge, which your LLC owes even when it has no income. Filing the report online adds $2.50. Late filing of the annual report adds $25 per year from the SOS, and late payment of the annual charge adds $100 from the Division of Taxation. Pay the charge with the return (March 15 for a calendar-year partnership or S corporation filer) to avoid the addition.

Does a single-member Rhode Island LLC owe the $400 annual charge?

Yes. Notice 2026-01 applies the $400 charge to single-member and multi-member LLCs, including in formation and dissolution years. Your single-member LLC's due date depends on its owner. For a calendar-year LLC, Division regulations set April 15 for a C corporation owner and March 15 for an S corporation or partnership owner. For an individual owner, the SOS LLC filing guide lists April 15, but the regulations list individuals under both dates. Confirm against current Division of Taxation instructions each year.

What happens if a Rhode Island LLC files its annual report late or not at all?

A report filed more than 30 days late costs $25 for that year under § 7-16-66(d). A report never filed is grounds for revocation under § 7-16-41(a)(3), after 60 days' written notice to your resident agent. Reinstatement within 20 years under § 7-16-43(a) takes the missed reports, a $50 penalty for each year or part of a year since revocation, and a Division of Taxation good standing certificate.