Rhode Island generally requires most registered business entities to file an Annual Report with the Rhode Island Secretary of State. This report updates the state with current information about your entity, helping to maintain its active status and good standing. For most entities, the filing period is between February 1st and May 1st of each year.
Why is it important to file? Maintaining good standing with the State of Rhode Island is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to penalties and negative consequences, including:
Late Fee: A $25.00 late filing penalty is applied if the annual report is not filed by May 31st.
“Revoked” Status: If the annual report remains unfiled, your entity will eventually be moved to a “Revoked” status.
Loss of Personal Liability Protection: For LLCs and corporations, a revoked status can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Rights: After one year in revoked status, your entity’s name may become available for others to use.
Inability to Conduct Business: A revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Rhode Island courts.
Ongoing Tax Liabilities: Even if revoked, the entity remains liable for all applicable Rhode Island taxes and filings until it is legally dissolved.
Complex Reinstatement: Reinstatement is a time-consuming and often costly process, requiring the filing of all delinquent reports, payment of all accumulated fees and penalties, and potentially a minimum tax payment to the Division of Taxation (e.g., $400 for LLCs) for each year in revoked status.
Specific Requirements by Entity Type in Rhode Island:
For Most Business Entities (LLC, Corporation, LP, LLP) in Rhode Island:
Annual Report (Rhode Island Secretary of State):
Frequency: Annually.
Filing Period: Between February 1st and May 1st of each year.
Filing Method: Primarily filed online through the RI Secretary of State’s website. Online filings incur a small additional enhanced access fee (e.g., $2.50).
Information Required: Entity’s legal name, Rhode Island Entity ID number, current principal office mailing address, current Registered Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations; members/managers for LLCs; general partners for partnerships).
For Corporations (For-Profit & Professional) in Rhode Island:
In addition to the Annual Report:
Annual Report Filing Fee:$50.00 (plus a $2.50 online processing fee if filed online).
Late Penalty (Secretary of State): An additional $25.00 if not filed by May 31st.
Rhode Island Business Corporation Tax (Rhode Island Division of Taxation – Form RI-1120C):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of your taxable year (e.g., March 15th for calendar year filers).
Tax Rate: Rhode Island has a corporate income tax.
Minimum Tax: A minimum corporate tax may apply.
Estimated Payments: Required if expected liability exceeds certain thresholds.
Extensions: An automatic 6-month extension to file is generally available (e.g., until September 15th for calendar year filers) if a valid federal extension is filed. This is an extension to FILE, not an extension to PAY; any tax due must still be paid by the original deadline to avoid interest (1% per month) and penalties (5% per month, max 25% for late filing; 0.5% per month, max 25% for late payment).
For Limited Liability Companies (LLCs) in Rhode Island:
In addition to the Annual Report:
Annual Report Filing Fee:$50.00 (plus a $2.50 online processing fee if filed online).
Late Penalty (Secretary of State): An additional $25.00 if not filed by May 31st.
Rhode Island LLC Annual Charge / Income Tax (Rhode Island Division of Taxation – Form RI-1065 or RI-1120C/S):
Frequency: Annually.
Due Date:
If taxed as a partnership (default for multi-member) or disregarded entity (default for single-member): File Form RI-1065 by March 15th following the close of your taxable year.
If elected to be taxed as an S-Corporation: File Form RI-1120S by March 15th.
If elected to be taxed as a C-Corporation: File Form RI-1120C by April 15th.
Annual Charge: Most LLCs (including single-member and multi-member, regardless of federal tax treatment as pass-through or S-Corp) are subject to an annual charge of $400.00. This is paid with Form RI-1065 or RI-1120S.
C-Corp Tax: If elected C-Corp status, the LLC pays the greater of the $400 annual charge or the corporate income tax.
Pass-Through Entity (PTE) Election: Rhode Island offers an elective Pass-Through Entity Tax (PTE) where the entity can elect to pay tax at the entity level (currently 5.99%). This is done via RI Schedule PTE filed with Form RI-1065. This election does not eliminate the $400 annual charge.
Nonresident Withholding: LLCs with nonresident members generally must withhold and remit Rhode Island tax.
Extensions: Similar to corporations, extensions to file are available, but tax due (including the annual charge) must be paid by the original deadline to avoid penalties and interest.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Rhode Island:
Annual Report Requirement (Rhode Island Secretary of State):
General Partnerships (GPs): GPs formed solely by agreement are generally NOT required to file an annual report with the Rhode Island Secretary of State.
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities ARE required to file an Annual Report.
Filing Period: Between February 1st and May 1st of each year.
Filing Fee:$50.00 (plus a $2.50 online processing fee if filed online).
Late Penalty (Secretary of State): An additional $25.00 if not filed by May 31st.
Rhode Island Partnership Income Tax Return (Rhode Island Division of Taxation – Form RI-1065):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of your taxable year (e.g., March 15th for calendar year filers).
No Annual Charge for GPs: General Partnerships filing RI-1065 generally do not pay the $400 annual charge. However, LPs, LLPs, and LLLPs generally do.
PTE Election & Nonresident Withholding: Similar to LLCs, the Pass-Through Entity Tax Election and nonresident partner withholding may apply.
Extensions: Similar to LLCs and corporations, extensions to file are available, but tax due (including the annual charge if applicable) must be paid by the original deadline to avoid penalties and interest.
For Non-Profit Corporations in Rhode Island, please also note the following:
In addition to the Secretary of State filing:
Annual Report (Rhode Island Secretary of State):
Frequency: Annually.
Filing Period: Between February 1st and May 1st of each year.
Filing Form: Form 631 – Non-Profit Corporation Annual Report.
Filing Fee:$20.00 (plus a $2.00 online processing fee if filed online).
Late Penalty (Secretary of State): An additional $25.00 if not filed by May 31st.
Charitable Organization Registration and Annual Renewal (Rhode Island Department of Business Regulation – Securities and Charities Division):
If your non-profit solicits charitable contributions in Rhode Island or holds significant charitable assets, you must generally register and file an annual report with the Rhode Island Department of Business Regulation, Securities and Charities Division, unless specifically exempt (e.g., certain religious organizations, or those receiving less than $25,000 in contributions and not using a professional fundraiser).
Due Date: Annually, generally 30 days prior to your registration expiration (which is usually the anniversary of your initial registration with DBR).
Filing Fee:$90.00 for the annual renewal. Initial registration fee is also $90.
Required Attachments: This renewal typically requires submitting a completed form and a copy of your federal IRS Form 990 series return. Audited financial statements prepared by an independent CPA are required if the organization’s annual income is $1,000,000 or more.
Penalties: Failure to comply can lead to an assessment of penalties or enforcement actions, and prevent the organization from legally soliciting in the state.
Rhode Island Exempt Organization Business Income Tax (Rhode Island Division of Taxation – Form RI-1120C if applicable):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a Rhode Island Business Corporation Tax return (Form RI-1120C) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from Rhode Island corporate income tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Rhode Island filings typically require verification or updating of the following:
Your entity’s legal name and Rhode Island Entity ID number.
The current principal office mailing address.
The name and physical street address of your Rhode Island Registered Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
Updated contact information for the entity.
For tax filings: Financial information (income, expenses, assets, etc.).
For Non-Profits (Charitable Registration): Confirmation of your federal tax-exempt status, details regarding any charitable solicitation activities, and financial information for charitable reporting.
How can we assist you? We understand that navigating these compliance requirements, especially with Rhode Island’s various annual reports, unique LLC annual charge, and charitable registration, can be complex. We are here to assist you with understanding and fulfilling your Rhode Island compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports with the Rhode Island Secretary of State.
Assisting with the preparation and filing of your Rhode Island tax returns (e.g., corporate income tax, partnership/LLC income tax) (if applicable).
Preparing and filing any applicable non-profit charitable registrations and annual renewals.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Rhode Island Secretary of State and, if applicable, the Division of Taxation and Department of Business Regulation.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Rhode Island compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
