Staying compliant in Rhode Island

When is the Rhode Island annual report due, and what does it ask?

The report is filed on Form 632 or online during the window of February 1 to May 1 each year, for a $50 fee, beginning the calendar year after the LLC registers.¹

That spring window is the same for every LLC, whatever month it was formed. An LLC set up in March and one set up in November both file their first report in the following spring. States that count from the formation date work differently, so put the window on your calendar now rather than counting from your filing date.

What the form asks for

The statute and Form 632 ask for a short list of facts.

• the name and address of the principal office
• the state the LLC was formed in
• a current mailing address
• "A brief statement of the character of the business"⁴
• a six-digit NAICS code, which classifies your industry⁴

Have the NAICS code ready before you start; your tax preparer may already use one for the business.

Online or on paper

The fee is the same either way, but the Department's fee table adds an Enhanced Access Online Fee of $2.50 for filing online. The Department says filings may take 1 to 3 business days to process, The sources checked don't say whether the date you file or the date it is processed counts, so leave a margin before the window closes. If you also run an LLC elsewhere, our explainer on how annual reports work across states covers the general pattern, and Massachusetts and Connecticut each run their own schedule.^{1, 5}

Does Rhode Island charge LLCs an annual tax?

Yes. Rhode Island LLCs are required to pay a $400 minimum annual tax to the RI Division of Taxation, and the Division's page says "The tax is owed whether or not business is conducted or a profit is made".²

Two details from that page shape the bill. The page says the minimum is "NOT pro-rated", so an LLC formed late in the year doesn't get a reduced amount for its short first year. And it applies to a dormant company as much as an active one, so an LLC you formed for a project that never started still owes it.²

This tax is paid to the Division of Taxation, not to the Department of State, and it is entirely separate from the $50 report fee. The Division sets its own return forms and due dates, which this page doesn't cover. Ask the Division which returns apply to your LLC, and ask a tax professional how the LLC's income is taxed given its ownership and any election to be taxed as a corporation. Sales tax, payroll and federal filings run on their own calendars as well.

For a sense of how the tax affects the total cost of running a Rhode Island LLC, see the cheapest ways to form a Rhode Island LLC.

What happens if a Rhode Island LLC files late or loses its agent?

A report not filed in time draws a late penalty ("$25 applied June 1"), and a separate statute lets the Secretary of State revoke the LLC's certificate when the company fails for 30 days to appoint and maintain a resident agent.^{1, 3}

The sources checked for this page don't say what follows if the report stays unfiled for months after that, so treat a missed report as something to fix in the same season, and call the Department if you aren't sure where your record stands.

The agent rule carries the heavier consequence. Under § 7-16-41, the certificate of an LLC that fails for 30 days to appoint and maintain a resident agent may be revoked by the secretary of state. Rhode Island's word is revocation; other states often say administrative dissolution, and in either case the LLC generally can't show good standing. Lenders, landlords and licensing offices that ask for proof of standing would see that.³

One way an LLC ends up with no agent is a resignation it never noticed. An agent's resignation is effective 30 days after filing unless a later time is specified, so the time between the notice and the gap is short. Keep your email and mailing address current with whoever acts for you.⁶

This guide's sources don't include Rhode Island's reinstatement process or fee. If your LLC's certificate has been revoked, ask the Rhode Island Department of State, Business Services Division what it needs, and speak to a lawyer if the business kept operating in the meantime. The Rhode Island resident agent guide explains the agent rules in full.

How do you keep your resident agent and record current?

You keep a qualifying resident agent on file at all times (R.I. Gen. Laws § 7-16-11), and you file a Statement of Change of Agent (Form 642, $20) whenever the agent changes.^{6, 7}

If the agent stays but the office address moves, the Department uses Form 642A instead. The annual report is a good moment for a yearly check, since it already asks you to confirm the principal office and mailing address. It is not a substitute for the change filing: the sources here don't say the report can replace the agent of record. File the change before you cancel any service, so there is never a day without an agent; changing your agent and cancelling an agent service walk through the order.⁷

What a provider's compliance features do in Rhode Island

Rhode Island has a real annual report, so provider filing services have something to file here, but none of them says it pays the minimum tax. The list below follows our score, highest first.

• Tailor Brands describes its annual report filing this way: Included in Essential and Elite (annual compliance report filing and updates); not in Lite.⁸
• ZenBusiness lists Annual Report Filing $100 per report and Worry-Free Compliance $199/year.⁹
• LegalZoom files a single annual report for $99 + state filing fees.¹⁰
• Bizee (formerly Incfile) advertises free lifetime compliance notifications with its agent service, which are reminders, not filings.¹¹
• Swyft Filings lists ComplianceGuard $199/year, and Northwest Registered Agent charges $100 + state fees at each filing.^{12, 13}
• The agent service page for InCorp Services says "Annual report and franchise tax deadlines tracked per entity", and its filing service is $89 + state fees.^{14, 15}
• Harbor Compliance charges $199 per state per year plus filing fees.¹⁶

Every "plus state fees" figure means the $50 report fee comes on top. InCorp's mention of franchise tax is the only reminder wording here that names a tax, but none of these providers says it tracks Rhode Island's minimum tax, so ask before relying on any reminder for it. Contract terms count too: Harbor Compliance requires notice of non-renewal at least 90 days before the end of the current term, or the agent service renews.¹⁷

Side-by-side prices are on the Rhode Island resident agent comparison, and a wider view of these features is on services with compliance tools.

What does a Rhode Island LLC compliance calendar look like?

Rhode Island's calendar centres on one spring window for the report, with the tax and the agent renewal tracked alongside it.

The year you form the LLC

1. Articles filed. Your formation is covered in how to form an LLC in Rhode Island. No annual report is due this year.
2. Note the agent's renewal date and the contact details it holds for you.
3. Ask the Division of Taxation about the $400 minimum annual tax and any other registrations. The Division's page says the minimum is "NOT pro-rated", so a short first year doesn't bring a reduced amount.

The first full calendar year and every year after

1. February: the report window opens on the first day of the period (February 1 to May 1 each year). Look up your NAICS code and confirm the principal office and mailing address.
2. Before the window closes, file Form 632 or online and pay $50.
3. June: a report not yet filed now carries the late penalty ("$25 applied June 1"). File at once.
4. Through the year, watch for your agent's renewal, file Form 642 if the agent changes, and pay the Division of Taxation on its schedule.

Legal terms used here, such as service of process and good standing, are defined in the glossary. For the agent's day-to-day role, see what a resident agent is.