Everything you need to register a foreign LLC in Rhode Island.
State filing fee$150one-time
Registered agent$125/yearbased on Northwest RA
Total, all in$1,875
Rhode Island data last reviewed Aug 26, 2026 · sos.ri.govTotals include the $150 filing fee once, Northwest RA at $125/year, and Rhode Island recurring state costs over the selected period.
Foreign Qualification
Filing fee
$150
Form
Application for Registration - Foreign Limited Liability Company (Form 450)
Annual obligation
$50/year + $400/year franchise tax
Processing time
Rhode Island publishes one to three business days against this filing specifically, on its foreign registration walkthrough, and two business days for filings generally. Rhode Island sells no expedited service for filings
Estimated year 1 cost
$600
Note: Rhode Island strictly enforces a $25 late fee for annual reports filed after May 1.
Rhode Island data last reviewed Aug 26, 2026 · sos.ri.gov
Formation in Rhode Island
Formation fee
$150
Annual cost
$50/year + $400/year franchise tax
State income tax
Income tax up to 5.99% (2026 tax year)
Privacy
Conditional
Whether your name reaches the public record depends on how you set the LLC up. If you elect manager-managed, Rhode Island puts the name and address of each manager on the articles of organization. If you stay member-managed you fill in nothing, and the annual report asks only for a contact person, not an owner.
What triggers foreign qualification in Rhode Island?
Physical office or place of business
Employees working in the state
Important to know
Rhode Island LLCs owe a $400 annual charge to the Division of Taxation, equal to the corporate minimum tax, on top of the $50 Secretary of State annual report. It is owed whether or not the business operates or turns a profit, and it is not pro-rated for a partial year. Most reference guides omit it entirely.
Activities that do NOT require registration in Rhode Island
The following activities are explicitly carved out by statute. On their own, they do not require a foreign LLC to register in Rhode Island.
Maintaining or defending a lawsuit, administrative proceeding, or arbitration, or settling claims or disputes
Holding meetings of members or carrying on internal company affairs
Maintaining bank accounts
Maintaining offices or agents for the transfer, exchange, and registration of the company's own securities
Making sales through independent contractors
Soliciting or taking orders that must be accepted outside Rhode Island before they become binding contracts
Borrowing or lending, or acquiring evidence of debt, mortgages, security interests, or liens on real or personal property
Securing or collecting debts or enforcing rights in the property securing them
Transacting business in interstate commerce
Conducting an isolated transaction completed within 30 days that is not one of repeated similar transactions
Acting as general partner of a limited partnership that has filed or registered in Rhode Island
Acting as a member of a Rhode Island LLC or of a foreign LLC registered in Rhode Island
Under R.I. Gen. Laws Section 7-16-54(e). Rhode Island has NO property-ownership safe harbor and no clause to the contrary; the statute is simply silent on bare ownership. No tax or service-of-process disclaimer.
This page provides general information based on publicly available state requirements. It is not legal advice. Verify with the Rhode Island SOS before filing.