Articles of Organization LLC Rhode Island

What Are Rhode Island Articles of Organization?

The Articles of Organization in Rhode Island, also known as the Certificate of Formation, is a legal document required to establish a Limited Liability Company (LLC) in the state. This document serves as the official record of the LLC's formation and includes essential information about the company, such as its name, address, and management structure. The Articles of Organization are governed by the Rhode Island Limited Liability Company Act, specifically under R.I. Gen. Laws § 7-16-6. For more information, visit the Rhode Island Secretary of State's Business Services Division.

Are Rhode Island Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Rhode Island. According to R.I. Gen. Laws § 7-16-6, an LLC is not legally recognized until this document is filed with the Secretary of State. Failure to file the Articles of Organization means the LLC does not legally exist, and the business cannot operate under the LLC structure, which includes limited liability protection for its members.

Information Required in Rhode Island Articles of Organization

Name Requirements

The LLC name must include the words "Limited Liability Company" or the abbreviations "L.L.C." or "LLC." The name must be distinguishable from other registered entities in Rhode Island. Prohibited terms include those suggesting the company is a government agency or involves banking or insurance without proper approval. For more details, refer to R.I. Gen. Laws § 7-16-9. Check name availability using the Rhode Island Business Name Search.

Rhode Island Registered Agent and Registered Office

Every LLC must designate a registered agent with a physical address in Rhode Island. The registered agent can be an individual resident or a business entity authorized to do business in the state. The registered office must be a physical location, not a P.O. Box. For more information, see R.I. Gen. Laws § 7-16-11.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed. This choice affects the operational control and decision-making processes within the LLC. Details about the managers or members, including names and addresses, must be included. Refer to R.I. Gen. Laws § 7-16-18 for more information.

Organizer Information

An organizer is responsible for filing the Articles of Organization. There are no residency requirements for organizers in Rhode Island. The organizer's name and address must be provided in the filing.

Purpose Statement

Rhode Island allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, specific language may be required for certain licensed professions. For professional entities, additional forms may be necessary, which can be found on the Professional Entity Forms page.

Certificate of Formation Effective Date

The effective date of the Articles of Organization can be immediate upon filing or a future date specified in the document, not exceeding 90 days from the filing date. During any delayed effective period, the LLC is not yet recognized as a legal entity.

How to File Rhode Island Articles of Organization

Online

The Rhode Island Secretary of State offers an online filing system called Business Services Online. This service is available 24/7, and filings are typically processed within 1-2 business days. Payment can be made via credit card, and a convenience fee may apply. Follow the step-by-step process on the online filing portal.

Mail

To file by mail, send the completed Articles of Organization to:

Rhode Island Department of State
Business Services Division
148 W. River Street
Providence, RI 02904-2615

Include one original and one copy of the form, along with a check payable to "Rhode Island Department of State." Processing typically takes 3-5 business days. The filer will receive a stamped copy of the Articles of Organization as evidence of filing.

Rhode Island Articles of Organization Filing Fee

The filing fee for the Articles of Organization in Rhode Island is $150. For the official fee schedule, visit the Rhode Island Secretary of State Fee Schedule. Additional fees may apply for expedited processing or credit card payments. All fees are non-refundable.

What Happens After Filing Rhode Island Articles of Organization?

Once filed, the LLC is legally recognized as a business entity in Rhode Island. The filer will receive a Certificate of Organization as proof of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS. State tax registration may be required through the Rhode Island Division of Taxation. An operating agreement is recommended, though not required by law. The LLC must file an annual report with the Rhode Island Secretary of State and comply with any necessary licenses and permits.

Common Mistakes When Filing Rhode Island Articles of Organization

1. Name Availability Issues: Failing to check name availability can lead to rejection. Use the Business Name Searchto ensure the name is unique.
2. Missing Required Information: Omitting essential details such as the registered agent's address can result in rejection. Ensure all fields are completed.
3. Incorrect Fees: Submitting the wrong fee amount will delay processing. Verify the current fee on the Fee Schedule.
4. Invalid Registered Agent: The registered agent must have a physical address in Rhode Island. A P.O. Box is not acceptable.
5. Restricted Terms Without Approval: Using restricted terms like "bank" without proper approval will cause rejection. Obtain necessary approvals before filing.
6. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer. Unsigned documents will not be processed.
7. Wrong Forms for Professional Services: Professional LLCs may require additional forms. Check the Professional Entity Forms page for guidance.
8. Delayed Effective Date Errors: If specifying a delayed effective date, ensure it does not exceed 90 days from the filing date.

Additional Resources

• Rhode Island Secretary of State Main Page
• Business Services Division
• Rhode Island General Laws
• Rhode Island Division of Taxation
• Contact: (401) 222-3040, email

This article provides general information about Rhode Island LLC formation requirements under the Rhode Island Limited Liability Company Act. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.