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Rhode Island LLC Operating Agreement Template

A Rhode Island LLC operating agreement is a document that binds the members of an LLC to an agreement regarding the division of ownership and running of their company. The contract will include terms such as taxation, annual meetings, main place of business, contributions, management, and distributions. Creating and executing an operating agreement protects the members from personal liability and prevents internal disagreements regarding ownership and financial interests.

Contents

Types (2)

Single-Member LLC Operating Agreement – An internal document that governs the operations of an LLC that has one (1) owner.

Download: PDF, Word (.docx), OpenDocument

 


Multi-Member LLC Operating Agreement – A legally binding document that binds the members of an LLC to an agreement regarding the general functions of their company, as well as their division of ownership.

Download: PDF, Word (.docx), OpenDocument

 


Laws


How to File

Step 1 – Find a Unique Business Name

An LLC must select a name for their company that another company has not already registered in Rhode Island. Verify if a chosen name is available by following the steps below.

  1. Navigate to the Department of State’s “Search for an entity” website.
  2. Select “Search by entity name.”
  3. Enter the entity name in the “Enter name” field.
  4. Select Exact match from the “Search type” menu.
  5. Scroll to the bottom of the page and click Search.
  6. If there are any exact matches to the desired name, try another name and repeat the process until a unique name is found.

Step 2 – Register LLC with Secretary of State

Domestic LLCs

Any new company being created in Rhode Island is considered a domestic LLC. Domestic companies are registered after they have filed the Articles of Organization with the Department of State and been accepted. Filing can be completed online, by mail, or in person.

File Online

  1. Navigate to the Articles of Organization online fillable form.
  2. Complete the form.
  3. Select “Accept” to agree to the submission terms before clicking Click HERE to Submit This Information.
  4. Complete payment of the $150 filing fee (credit card required).

File by Mail / In Person

  1. Download and complete the Articles of Organization.
  2. Prepare a filing fee payment of $150 by check or money order payable to the “RI Department of State.” If filing in person, payment may be made by cash or credit.
  3. Send the Articles of Organization and filing fee payment to the Business Services Division by mail or go directly to the office and file in person.

Foreign LLCs

A foreign LLC is a company that is already registered in another state and is expanding its operations into Rhode Island. Instead of the Articles of Organization, foreign companies will apply for registration with the state using a different form and be required to supply a Certificate of Good Standing from the state that they are registered in. Filing must be completed by mail or in person.

File by Mail / In Person

  1. Obtain a Certificate of Good Standing (or equivalent document) from the state in which the LLC is already registered.
  2. Download and complete the Application for Registration.
  3. Make a check or money order for $150 payable to the “RI Department of State” as payment for the filing fee.
  4. Mail or hand deliver the certificate, application, and payment to the below address. If delivery is performed in person, the payment may also be made by cash or credit card.

Office of the Secretary of State
Business Services Division
148 W. River Street
Providence, Rhode Island 02904-2615

Step 3 – Create Operating Agreement

While the Articles of Organization relay a companies organization for recognition by the state, an operating agreement defines the LLC’s internal structure, rules, and operations. Although the document isn’t required, it is a foundational document that defines the division of ownership between the members, as well as their rights and responsibilities within the LLC.

  • Single-Member LLC Operating Agreement
  • Multi-Member LLC Operating Agreement

Step 4 – Obtain an EIN

Unless the LLC is a single-member company, they will need to apply for an employer ID number (EIN) from the IRS. The Application for EIN can be filed by mail at the address below or online. There is no application fee.

Internal Revenue Service
Attn: EIN International Operation
Cincinnati, OH 45999

Step 5 – File Annual Report

Rhode Island LLCs are required to file an annual report with the Department of State. The report is due between September 1st and November 1st starting the year after the LLC was formed. Companies can download the Annual Report and mail or hand deliver it to the Business Services Division once completed. The filing fee is $50. Filing can also be completed online.


Resources

Filing Options: Online (Domestic LLCs only) / By Mail

Costs:

  • Domestic filing fee: $150
  • Foreign filing fee: $150
  • Name reservation: $50
  • Annual report: $50

Forms:

Links: