Updated March 21, 2024
A Rhode Island LLC operating agreement is a legal document that sets forth company procedures, policies, officers, and the ownership of each member. The agreement must be signed and agreed upon unanimously by the members. After completion, each member should keep a copy as it is not filed with the Secretary of State.
Is an Operating Agreement REQUIRED in Rhode Island?
No. The State of Rhode Island does not legally require businesses to adopt an operating agreement.
By Type (2)
Single-Member LLC Operating Agreement – For use by a sole proprietor to establish the policies and procedures of their company in preparation for filing with the State.
Download: PDF, MS Word, OpenDocument
Multi-Member LLC Operating Agreement – For use by companies with more than one (1) managing member. The document shall guide the users through the process of establishing written information pertaining to the company and members, so that the information may be properly filed with the State.
Download: PDF, MS Word, OpenDocument
Table of Contents |
How to Form an LLC in Rhode Island (5 steps)
- Registered Agent
- Articles of Organization/Application for Registration
- Pay the Fee
- Operating Agreement
- Employer Identification Number (EIN)
New LLC filers should ensure that their chosen business name is available for use before formally applying for registration; the Department of State will reject any application that does not have a unique and distinguishable name. By Searching for the Name in the State’s business database, you can confirm its availability and uniqueness.
1. Registered Agent
Each LLC must choose a Registered Agent before commencing the filing process. One of the following must apply in order to qualify as a Registered Agent:
- The agent is a person with legal residence in the State
- The agent is a qualified business operating in the State
The Registered agent will act as a contact for the LLC in the event of service of process or any legal demand to be delivered upon the company.
2. Articles of Organization/Application for Registration
The next step is the filing of the Articles of Organization (Domestic) or Application for Registration (Foreign). Only online filing is available for Foreign entities. Select your entity type from the following list and complete the subsequent form:
- Domestic – Articles of Organization
- *Foreign – Application for Registration
*Be sure to include a current Certificate of Good Standing (or like document) with your Foreign LLC application.
3. Pay the Fee
A $150 filing fee is required in order for the State to process your application. If filing online, you will be able to pay the fee with your credit card. If submitting your documents through the mail, attach a check made payable to the ‘Rhode Island Department of State’ and send all articles to the following address:
Office of the Secretary of State, Division of Business Services, 148 W. River Street, Providence, Rhode Island 02904-2615
4. Operating Agreement
It is recommended that each LLC adopts an operating agreement to establish policies for the company as well as outline the working relationships between owners/members. The State has no legal demand for the form, however, it is a major component in creating a suitable operating structure for the LLC.
5. Employer Identification Number (EIN)
Once you’ve completed your filing with the Rhode Island Department of State, you should immediately acquire an Employer Identification Number (EIN) from the Internal Revenue Service. This number is issued for tax reporting purposes and is used in a similar manner to a Social Security Number. Apply for an EIN by completing the Online Application or submit IRS Form SS-4 through the mail.
Laws
- Rhode Island Limited Liability Company Act – Chapter 7-16
- Operating Agreement Statutes
“Operating Agreement” Definition
“Operating agreement” means any agreement, written or oral, of the members as to the affairs of a limited-liability company and the conduct of its business. An operating agreement also includes a document adopted by the sole member of a limited-liability company that has only one member and may include as a party one or more managers who are not members.