Register a company in Rhode Island

, the smallest state, with a $400 floor.

Set up a Rhode Island LLC or C-Corp without flying in. Articles of Organization cost $150 to file online, and the Department of State estimates one to three business days. An LLC's $50 annual report then falls between 1 February and 1 May each year. We are equally plain: the Division of Taxation takes at least $400 a year from every LLC and corporation, profitable or not, and a foreign-owned single-member LLC files Form 5472 every year or risks $25,000.Rhode Island LLC: $150 to file online, 1-3 business days by the state's estimate, then a $50 report each year. Plainly: every LLC pays the state at least $400 a year, profit or not, and a foreign-owned single-member LLC files Form 5472 yearly or risks $25,000.

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Rhode Island · at a glance
Legal formLLC / C-Corp
State filing$150 · 1-3 business days
Federal taxC-Corp 21% · LLC pass-through
State taxCorporate 7% · sales 7%
Annual cost$50 report + $400 minimum
Remote setupYes - fully
Melaniia Kosa
Melaniia Kosa
Your Rhode Island specialist
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Rhode Island in brief

Cheap and quick to form, then at least $400 a year, whatever you earn.

Rhode Island is the smallest state, and forming a company there is a short piece of paperwork. LLCs are created under the Rhode Island Limited Liability Company Act (R.I. Gen. Laws ch. 7-16): the Articles of Organization go to the Business Services Division of the Department of State in Providence, online or as a PDF, with a $150 fee. The Division's own estimate is one to three business days. A business corporation files Articles of Incorporation for $230 and pays 7% of its net income. From the year after formation an LLC files a $50 annual report between 1 February and 1 May, and a corporation's report costs the same in the same window. If the owners need time to sign, $50 reserves the name for 120 days.

The catch sits with the Division of Taxation. Every LLC that is not taxed as a corporation owes it an annual charge equal to the $400 minimum corporate tax, whether or not the company earned a dollar, and paying late adds $100. A C-Corp's tax never drops below $400 either, and that minimum is not prorated. The registered agent must be a Rhode Island resident or an entity qualified in the state, at a Rhode Island street address: P.O. boxes and virtual addresses are not accepted. If the January reminder letter comes back undeliverable, the state starts revocation proceedings. Federal paperwork brings the most expensive deadline. A single-member LLC owned from abroad files Form 5472 with a pro forma 1120 every year, by fax or mail only, and missing it costs $25,000.

The smallest state, quick on paper: $150 Articles of Organization filed online, 1-3 business days by the Department's estimate, an LLC report of $50 each 1 February - 1 May. C-Corps file for $230 and pay 7% of net income.

Every LLC pays the Division of Taxation at least $400 a year, income or not, and a late annual charge adds $100. The agent needs a Rhode Island street address, no P.O. box. A foreign-owned single-member LLC files Form 5472 yearly or risks $25,000.

Packages & pricing

Rhode Island company - cost & packages.

01 - LLC / C-CORP · RHODE ISLAND

Company

from$2,400USD · all-in

Formation of a Rhode Island LLC or C-Corp: state filing, registered agent, EIN and the governing documents.

✓Entity triage first - LLC vs C-Corp, mapped to your funding plans✓Articles of Organization filed with the Rhode Island Department of State✓Registered agent - first year included✓EIN application - SSN-less route handled✓Operating agreement / bylaws drafted properly✓Free pre-formation consultation

Optional add-ons: US business address and mail from $500/year, ITIN support from $900, state qualifications (operating states) from $700, accounting and 5472 filing from $800/year, renewal from $600/year.Add-ons: US address from $500/year · ITIN from $900 · state qualifications from $700 · accounting & 5472 from $800/year · renewal from $600/year.

Start with Company →
02 - COMPANY + BANKING · RHODE ISLAND
Most popular

Company + Bank Account

from$4,400USD · all-in

Everything in the first package, plus the US account: we weigh a fintech platform against a traditional bank for your file, prepare the application and connect ACH, wires and Stripe.

✓Everything in Company✓Banking strategy: fintech vs traditional, scoped to your file✓Application files for Mercury / Relay-class platforms✓Traditional-bank route where footprint exists✓Payment rails: ACH, wires, Stripe onboarding✓Compliance calendar - $50 annual report, $400 charge, 5472, BOI status

Optional add-ons: US address from $500/year, ITIN from $900, accounting and 5472 from $800/year, renewal from $600/year.

Start with Banking →
Prices are starting points and are confirmed for your case before any work begins. The Rhode Island LLC filing fee is included; the $400 annual charge, the yearly $50 report and any other state charges are itemised in your quote.Starting prices, confirmed before work begins. The Rhode Island LLC filing fee is included; the $400 charge, annual reports and other state fees are itemised.
What you can do

Popular uses for a Rhode Island company.

All six run on an ordinary LLC or C-Corp. Hiring staff or making retail sales adds the Division of Taxation's BAR registration, filed online; regulated work adds a licence, which we identify before anything is signed.Same company for each; employees or retail sales add the BAR registration, regulated work a licence.

Consulting & agencies

Invoicing US clients through a one-owner LLC: the $400 charge each year, and Form 5472 because the owner is abroad.

SaaS & online services

Software or online services sold under US contracts, paid by ACH, wire or Stripe into the company's account.

E-commerce & retail

Retail sales mean the BAR registration with the Division of Taxation and 7% Rhode Island sales tax.

Venture-backed start-ups

Investors expect shares, so this one is a C-Corp: 21% federal and 7% state tax, with the $400 state minimum.

Staff in Rhode Island

Employees in the state put the company on the same online BAR form.

Finance & regulated serviceslicensed

Formation does not cover a sector licence. We work out which one your activity needs before you commit.

Consulting & agencies

One owner, $400 charge, 5472.

SaaS & online services

US contracts, Stripe payments.

E-commerce & retail

BAR form, 7% sales tax.

Venture-backed start-ups

C-Corp, 21% and 7%.

Staff in Rhode Island

BAR form for employers.

Finance & regulatedlicensed

Sector licence comes separately.

Why Rhode Island

Key advantages of the jurisdiction.

✓
$150 to form

Articles of Organization cost $150 (§ 7-16-65), filed online or as a PDF.Online or as a PDF.

✓
One to three business days

How long the Department of State says a filing may take to process.The state's own estimate.

✓
$50 annual report

LLCs and corporations pay the same fee, in the same 1 February - 1 May window.1 February - 1 May.

✓
Flat 7% for C-Corps

A single rate on net income since the 2015 tax year, with a $400 minimum.With a $400 minimum.

✓
Name held 120 days

$50 reserves the name while the owners sign and the documents settle.For a $50 fee.

✓
No BOI report

US-formed companies are exempt under FinCEN's final rule, in force from 14 August 2026.Final rule, 14 August 2026.

How it compares

Rhode Island next to its Northeast neighbours.

Massachusetts charges $500 to form an LLC and another $500 for each annual report. New York requires newspaper notices in two papers for six weeks, and Connecticut keeps a member's or manager's home address on file. Rhode Island's own price is the yearly $400 minimum that every LLC pays the Division of Taxation. Fees and rates from official state pages, checked in October 2026.MA: $500 to form, $500 a year. NY: newspaper notices. CT: home address on file. RI: $400 LLC charge. Checked 2026.

StateLLC filing feeAnnual reportCorporate tax
Rhode Island$150 · 1-3 business days$50 + $400 LLC charge7% · min. $400
Massachusetts$500$500 a year8% · min. $456
Connecticut$120$80 · 1 Jan - 31 Mar7.5% · min. $250
New York$200 + publication$9 every two years6.5% · 7.25% over $5M
Maine$175$85 · 1 Jan - 1 Jun3.5%-8.93% by income
Rhode Island$400 LLC charge
Filing$150
Annual$50 + $400
Massachusetts$500 a year
Filing$500
Annual$500
ConnecticutHome address on file
Filing$120
Annual$80
New YorkPublication rule
Filing$200
Report$9 / 2 years
MaineGraduated tax
Filing$175
Annual$85
Requirements

What Rhode Island law actually demands.

01
Registered agent at a street address - The agent is a Rhode Island resident or an entity qualified in the state (§ 7-16-11), reachable at a Rhode Island street address in business hours; P.O. boxes and virtual addresses are not allowed. We provide one for the first year.
02
Articles of Organization - $150 to the Business Services Division, online or as a PDF (§§ 7-16-6 and 7-16-65). For a C-Corp the document is the Articles of Incorporation, at $230.
03
Operating agreement - Every LLC we form gets a written operating agreement and every C-Corp its bylaws, setting out ownership, management, the profit split and who signs for the company.
04
EIN from the IRS - There is no fee. Without an SSN or ITIN the online form is closed, so the application goes by phone, by fax (generally 4 business days) or by mail (about 4 weeks).
05
Annual report, 1 February - 1 May - An LLC pays $50 a year, starting the year after formation, plus a few dollars if filed online; from 1 June a late report costs $25 more. It lists the principal office, a mailing address and a short description of the business done in Rhode Island.
06
The $400 annual charge - An LLC not taxed as a corporation pays the Division of Taxation a charge equal to the $400 minimum corporate tax every year, income or not (§ 7-16-67). Paid after the return's due date, it carries a $100 addition.
How it works

Six steps from the first call to the first annual report.

With the Department of State estimating one to three business days, the filing is rarely what you wait for; the IRS and the bank are. We settle the entity first, since the tax filings and the bank file both depend on it.Filing takes 1-3 business days by the state's estimate. After that the IRS sets the pace (a faxed EIN generally within 4 business days), then the bank; the first $50 report falls between 1 February and 1 May next year.

01
Entity triage

One owner or several, LLC or C-Corp: we decide it from your funding plans and where the profit will arise.

First call
02
Name check

We make sure the name is available; if signatures will take time, a $50 reservation holds it for 120 days.

Before filing
03
Articles of Organization

Filed online with the Business Services Division, $150 paid, with our registered agent in place.

1-3 business days
04
EIN

The SS-4 goes to the IRS by fax, with "foreign" entered on line 7b, or we use the IRS phone line for applicants abroad.

~4 business days by fax
05
Operating agreement & banking

Owners sign the agreement or bylaws; the bank or fintech application then goes in with the Articles and the EIN.

After the EIN
06
First annual filings

The $50 report to the Department of State and the $400 charge to the Division of Taxation go on your calendar on day one.

Next year, from 1 Feb
Quick facts
Legal formLLC / C-Corp
LLC filing$150 · online or PDF
C-Corp filing$230
Processing1-3 business days
Name reservation$50 · 120 days
Annual report$50 · 1 Feb - 1 May
LLC annual charge$400 · even with no income

The quiet one is the $400. It goes to the Division of Taxation, not the Department of State, so paying the $50 report does not cover it, and an LLC owes it every year whether it earned anything or not. Pay it after the return's due date and the state adds $100.

On the ground

On the ground for the USA.

Prifinance - USA desk
Providence, Rhode Island
Providence, Rhode Island, USA
✆+1 786 755 8065✉info.en@prifinance.com
◷Mon-Fri · replies within one business day
01
Filing and agent

Articles filed with the Business Services Division, a registered agent at a Rhode Island street address from day one, and governing documents written for your ownership.

02
IRS from abroad

EIN requests on the SS-4 for owners without an SSN, and ITIN applications on Form W-7 if a tax return or a treaty claim needs one.

03
Bank and calendar

Account applications prepared for your file, then a yearly calendar: the $50 report, the $400 charge, Form 5472 and BOI status.

04
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Taxation 2026

7% on profit, and a $400 floor under everyone.

A C-Corp pays the flat 21% federal tax plus Rhode Island's 7% business corporation tax, which is never less than $400. An LLC is taxed through its owners by default, yet the state still collects an annual charge equal to that $400 minimum. A pass-through LLC withholds Rhode Island tax on non-resident members' Rhode Island income at the top rate, currently 5.99% for individuals and 7% for corporations, with exceptions such as a member whose share is under $1,000. The federal layer adds Form 5472: a foreign-owned single-member LLC files it with a pro forma 1120 each year, and skipping it costs $25,000. C-Corp dividends to non-US shareholders are withheld at 30% unless a treaty cuts the rate, and under FinCEN's final rule, effective 14 August 2026, a Rhode Island company files no BOI report.C-Corp: 21% federal, 7% Rhode Island, $400 minimum. LLC: profit taxed through the owners, $400 a year to the state anyway. Foreign-owned single-member LLC: yearly Form 5472, $25,000 if missed. Dividends to non-US owners: 30% unless a treaty cuts it. BOI: none for US companies (final rule, 14 August 2026).

C-Corp - 21% + 7%

21% to the IRS, then 7% of net income to Rhode Island, with a $400 minimum that is not prorated.Minimum $400, not prorated.

LLC - $400 a year

Income passes to the owners, but the LLC itself owes the $400 annual charge, income or not.Even with no income.

Form 5472 - $25,000

The penalty a foreign-owned single-member LLC risks for each missed 5472 and pro forma 1120.Per missed filing.

Dividends - 30%

Withheld on C-Corp dividends to non-US shareholders, lower where a treaty applies and is claimed on Form W-8BEN (W-8BEN-E for companies).Treaty rate if eligible.

Levies in 2026
Federal income tax, C-Corp21%
Rhode Island business corporation tax7% · min. $400
LLC annual charge (not taxed as a corporation)$400 a year
Withholding, non-resident members5.99% individuals · 7% corporations
Dividends to non-US shareholders30% · treaty may cut
Rhode Island sales tax7%

Sources: the Rhode Island General Laws and Division of Taxation pages for state figures, the IRS for federal ones, all read in October 2026 and rechecked before we prepare any return. An LLC filing as a partnership may also elect to pay Rhode Island tax at entity level, at 5.99%, through Schedule PTE.

Your team

The specialists who'll handle your case.

Dmitri Mihhailov
Dmitri Mihhailov
Managing Partner

Founder of Prifinance. 15+ years structuring international companies, banking and licensing for founders worldwide.

Eugeniu Bevziuc
Eugeniu Bevziuc
International Business Consultant

Guides clients from the first consultation to a working setup - companies, accounts and substance in 60+ jurisdictions.

Alex Danila
Alex Danila
Corporate Services Specialist

Handles incorporation paperwork, KYC and bank introductions so your Chadian company launches without delays.

Follow Prifinance

Active across our channels.

The $150 filing is the quick part; the $400 charge every year, an EIN without an SSN and the annual Form 5472 need a steady hand. Full support, start to finish.

Talk to a specialist →
FAQ

Rhode Island company registration, answered honestly.

Can I set up a Rhode Island company from abroad?+

Yes, start to finish. The Articles of Organization go to the Business Services Division online, and our registered agent covers the Rhode Island street address the state requires. Without an SSN or ITIN, the EIN request goes to the IRS by fax or phone. Annual reports can also be filed online. For banking, fintech platforms work remotely; a traditional bank is realistic once the business has a US footprint.

How much does it cost?+

Formation starts from $2,400 all-in, including the Rhode Island filing fee ($150), the registered agent for the first year, the EIN and the operating agreement. With a fintech or bank account set up, from $4,400. After that, the state charges $50 a year for the annual report, and the Division of Taxation collects at least $400 a year from every LLC and corporation.

Should I form an LLC or a C-Corp?+

For a founder abroad selling services or software, we usually recommend an LLC. Its profit is taxed through the owners rather than at a corporate rate, but the LLC pays Rhode Island's $400 charge each year and, with a single non-US owner, files Form 5472. Raising money changes the answer. Investors generally expect a C-Corp, which pays 21% federal and 7% state tax and withholds 30% on dividends to non-US shareholders unless a treaty cuts it. An S-corporation is not an option, since the IRS bars non-resident alien shareholders.

What taxes will the company pay?+

A C-Corp pays 21% federal tax and 7% Rhode Island tax on net income, with a $400 minimum. A pass-through LLC is not taxed on its profit itself; its owners are, and a non-US owner pays federal tax on income effectively connected with a US business. The LLC still owes Rhode Island the $400 annual charge. As a rule, the LLC withholds Rhode Island tax on non-resident members' Rhode Island income at 5.99% for individuals and 7% for corporations. A multi-member LLC also withholds federal tax on effectively connected income allocated to non-US members: 37%, or 21% for corporate members. Sales tax in Rhode Island is 7%; there is no federal VAT.

How long does it take?+

Not long on the state side: the Department of State says a filing may take one to three business days to process. The IRS is slower. A faxed EIN application is generally answered within 4 business days, a mailed one in about 4 weeks, and applicants abroad can also apply by phone. The bank application follows the EIN.

Can the company get a US bank account?+

Opening one is what the $4,400 package is built around. For your profile we pick either a Mercury- or Relay-class fintech platform, which opens remotely, or a traditional bank if you have a US footprint, build the application, then connect ACH, wires and Stripe. Approval is the bank's call. We make sure it sees a clean file: Articles, EIN, operating agreement and, where asked, the state's $20 certificate of good standing.

Does an LLC with no income still pay $400?+

Yes. Under § 7-16-67 an LLC that is not taxed as a corporation pays an annual charge equal to the minimum corporate tax, currently $400, and income does not change it. The charge goes to the Division of Taxation, separately from the $50 report at the Department of State, and it is due by the due date of the LLC's Rhode Island return; paid late, it grows by $100. A C-Corp pays the same $400 as its minimum tax, not prorated. After formation this is the largest fixed state cost of a Rhode Island company, so it goes into your quote and onto your calendar.

What is Form 5472, and does it apply to me?+

It applies when a single non-US person owns the whole LLC. For this report the IRS treats such an LLC as a corporation, so each year it files a pro forma Form 1120 with Form 5472 attached, showing transactions with its owner, money put in and taken out included. It is due when the 1120 is, generally the 15th day of the fourth month after the tax year ends, and it must go by fax or mail, because e-filing is not accepted. The penalty for missing it is $25,000, plus another $25,000 for each 30 days the failure runs on beyond 90 days after an IRS notice.

Do I need to file a BOI report with FinCEN?+

No. FinCEN's final rule, effective 14 August 2026, exempts companies formed in the United States, so a Rhode Island LLC or C-Corp files no BOI report, wherever its owners live. The reporting duty now sits only with entities formed under a foreign country's law that register to do business in a US state. US companies were first exempted by an interim rule in March 2025; we keep the topic on your calendar in case the rule changes again.

Why Rhode Island rather than Delaware or Wyoming?+

It depends on where the company will work. An LLC formed in another US state can register in Rhode Island as a foreign LLC. That costs $150, and from then on it files the same 1 February - 1 May annual report as a local one, on top of everything its home state asks. So if the business will be run from Rhode Island and would need that registration anyway, forming here saves a second set of filings. Without any tie to the state, read our Delaware and Wyoming pages before choosing.

Client notes
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