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Rhode Island : Corporation Formation

Form a Corporation in Rhode Island.

Forming a Corporation in Rhode Island means filing the Articles of Incorporation with the Secretary of State for a $230 state fee. We charge $0 service fee for the formation work. We set up the share structure (default 10,000 authorized common shares, with par value $0.0001), file with the Rhode Island SOS, secure your EIN, draft Bylaws, and prepare S-Corp election (Form 2553) if requested. Rhode Island does not assess an annual franchise tax on Corporations.

Part of your File.Business BOS · 51 jurisdictions · 220K+ businesses
RIINCORPORATINGRhode IslandCORP : C-CORP/S-CORPRI : ARTICLES OF INCORPORATIONArticles of IncorporationRHODE ISLAND : C-CORPORATIONCORP NAMEAcme Ventures, Inc.ENTITY TYPEStock CorporationAUTH SHARES10,000 common sharesPAR VALUE$0.0001 per shareSTATE FEE$230OFFICERSDisclosed at filingSERVICE FEE$0 (free)CORPRI$$230 STATE FEEService fee: $0 (free)%NO FRANCHISE TAXRhode Island ongoing tax
Rhode Island Corp formation

What incorporating in Rhode Island actually involves.

Articles of Incorporation

The founding Rhode Island Corp document. Includes corporate name, registered agent, authorized shares, par value, incorporator. Filed with Rhode Island SOS.

Authorized share structure

Default 10,000 common shares fits most small Corps. With par value declared ($0.0001 typical for non-VC). Multi-class equity (preferred shares for VCs) added in Bylaws.

Registered Agent in Rhode Island

Every Rhode Island Corp requires a Registered Agent with a physical Rhode Island address. Included free in the Compliance Bundle.

EIN + S-Corp election

Your Rhode Island Corp needs a federal EIN from the IRS. We file the SS-4 after SOS acceptance, typically 1-2 business days. S-Corp election (Form 2553) prepared on request to split owner income between W-2 and dividends.

Bylaws and board minutes

Bylaws define how the Corp runs: board structure, officer roles, shareholder voting, meeting cadence. Initial board minutes set up officers and authorize banking. Both included in the Compliance Bundle.

Year-one Rhode Island compliance

Annual Annual Report due Feb 1 - May 1 (annual). Annual shareholder meeting + board minutes. Rhode Island does not assess an annual franchise tax on Corporations. Compliance Bundle handles year one.

How it works

A clean handoff, in 7 steps.

Pick your Corp name

We check Rhode Island SOS name availability live. Must include Inc., Corporation, or Corp. and not conflict with existing Rhode Island registrations.

Designate Registered Agent

Every Rhode Island Corp needs an RA with a physical Rhode Island address. We provide one (included in Compliance Bundle) or use your own.

Set authorized shares

Default 10,000 common shares fits most small Corps. We help size correctly: too few limits future grants, too many can increase state fees in certain jurisdictions.

Prepare Articles of Incorporation

Corp name, RA, share structure, par value, incorporator. Officer names disclosed at filing. We draft and review with you.

File with Rhode Island SOS

Submitted electronically with $230 state fee. Service fee: $0 (free) per our free formation model. State-stamped Articles return to your BOS vault.

EIN + Bylaws + S-Corp election

After SOS acceptance: IRS EIN (1-2 days), Bylaws drafted, initial board minutes, S-Corp election (Form 2553) if requested.

Year-one compliance setup

Rhode Island Annual Report added to calendar (due Feb 1 - May 1). RA active. Annual shareholder meeting templates ready.

Formation pricing

Formation is free. Everything else is optional.

We do not charge a service fee to form your LLC or Corporation. State filing fees still apply and pass through at cost. Add the Compliance Bundle to handle the year-one filings everyone needs.

FREE FORMATION
$0+ state fee
No service fee for domestic LLC or Corp formation
  • LLC or Corporation formation (any state)
  • EIN application with the IRS
  • Articles of Organization or Incorporation drafted and filed
  • Free BOS dashboard for ongoing visibility
  • Filing receipts to your document vault
Form for free
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FORMATION + COMPLIANCE BUNDLE
$199/yr+ state fee
Free formation included, year-one compliance handled
  • Everything in Free Formation (no add-on fee)
  • Registered Agent service in your state (1 entity)
  • Annual Report AutoFile, filed every year on time
  • Certificate of Good Standing (1 included per year)
  • 1 Amendment included per year (address, member, name)
  • Operating Agreement (LLC) or Bylaws (Corp)
  • Deadline monitoring across all your filings
Form + Compliance Bundle
Forming from outside the US? SEE INTERNATIONAL OPTIONS
International Founder · $1,499+ state fee
Everything in Compliance Bundle + EIN without SSN + ITIN application + US virtual mailbox + US bank account introduction + Form 5472/1120 setup + BOI Beneficial Ownership Information report (foreign-owned entities are not exempt under the FinCEN IFR).
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Multi-jurisdiction parent + subsidiary structuring with tax counsel coordination + treaty and transfer pricing review.
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State filing fees pass through at cost. Vary by state and entity type.
FAQ

Common questions.

How much does it cost to form a corporation in Rhode Island?

Two numbers make up the total: the Rhode Island state filing fee for your Articles of Incorporation, which the state sets and we pass through at cost with no markup, and our formation service, which is free. So you pay what Rhode Island charges plus any options you choose, such as expedited handling or a registered agent. Current amounts are on the pricing page, and it is worth budgeting for ongoing items too, like the Rhode Island annual report and any franchise tax.

How long does Rhode Island take to approve a corporation?

It depends on Rhode Island's current queue and whether you pay to expedite. Some states clear online filings the same day, others take one to three weeks by standard processing, and peak seasons like January stretch that out. We file the moment your details are verified and give you Rhode Island's realistic window up front, so you are not left guessing. If a funding or contract deadline is driving the timing, expedited service is usually worth it.

Should I be a C-corp or an S-corp in Rhode Island?

These are tax elections on the same Rhode Island corporation, not different entities. A C-corp pays its own tax and is what venture investors expect; an S-corp election passes income to your personal return and can lower self-employment tax once profit is steady, but it limits you to 100 US-resident shareholders and a single class of stock. Raising venture capital points to a C-corp; a closely held, profitable company should run the S-corp math. We can file either.

How many authorized shares should I set in Rhode Island?

Authorized shares are the ceiling your Rhode Island corporation can issue, and you do not issue them all at once. A common startup starting point is 10,000,000 shares, which leaves room for founders, an option pool, and investors without amending later. Keep issued shares well below the authorized number, and note that some states base a franchise tax or filing fee on share count, so a huge number is not always free.

What is par value, and does Rhode Island require it?

Par value is a nominal floor price per share, often set very low, that has little to do with a share's real worth. Most modern corporations use a tiny par value or no-par stock, and Rhode Island's rules decide which is allowed and how it interacts with any share-based fees. It matters mainly for accounting and, in a few states, for how franchise tax is figured, which is why founders set it as low as the state permits.

Do I need bylaws for my Rhode Island corporation?

In practice, yes. Bylaws are the internal rulebook for how your Rhode Island corporation runs: how directors and officers are chosen, how meetings and votes work, and how shares transfer. Rhode Island may not file them, but banks, investors, and your own board expect them, and courts look to them in a dispute. We include a bylaws template so the corporation is properly organized from day one, not just registered.

Do I need a board of directors right away?

Yes. A corporation is governed by a board, and Rhode Island law expects at least one director named and an organizational meeting held soon after formation to adopt bylaws, appoint officers, and authorize stock. For a solo founder that board can start as just you and expand as investors or independent members join. We walk you through the first-meeting resolutions so none of the foundational governance is skipped.

What ongoing compliance does a Rhode Island corporation have?

Forming is the start, not the finish. A Rhode Island corporation generally files a periodic annual report, keeps a registered agent on record, holds annual meetings with minutes, and pays any state franchise tax. Miss these and the state can pull your good standing or dissolve the entity. A compliance calendar keeps every date in view, and our subscription can handle the filings for you.

Can a non-US founder form a Rhode Island corporation?

Yes. You do not need to be a US citizen or resident to own or form a Rhode Island corporation. The one extra step is the EIN, which we obtain from the IRS for you when you have no Social Security Number, and that unlocks US banking and payment processing. A C-corp is often the right structure for non-US founders raising money, though the tax picture differs, so plan early; our EIN guide is the place to start.

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