Rhode Island Startup

Forming a new Rhode Island startup business, but not sure which direction to take? We can help!

We've brought together information about the main types of businesses you can form in Rhode Island: corporations, LLCs, fictitious business names, and even foreign corporations so that you can begin to determine which entity type is right for you.

Rhode Island Fictitious Business Name

In Rhode Island, Fictitious Business Name filings are available for corporations, LLC, or any other business entities. These Fictitious Business Names are considered DBAs, as they consist of an entity Doing Business As another name.

Incorporate in Rhode Island

The above mentioned DBAs are not considered separate legal entities; in other words, if the business is sued, it is actually the owning entity that is sued.

Incorporating in Rhode Island, however, does create a new legal entity, and it provides limited liability protection to corporate owners against their personal assets being seized for debts or obligations of their corporation (unless the business has acted improperly, of course).

Rather than simply fill out a form connecting an existing business or person to a new name, anyone forming a corporation must fill out Articles of Incorporation, which includes information necessary to form a new legal entity.

A corporation will be registered automatically as a C corporation; an S corporation Election Form may then be filed with the IRS for any eligible businesses that wish to be taxed as such.

Rhode Island Foreign Corporation

If a corporation has already filed Articles of Incorporation in another state, but it is planning to expand business into Rhode Island, it must file a Certificate of Authority application to become authorized as a foreign corporation in Rhode Island. The base filing fee for a foreign corporation applies to those entities containing under 75,000,000 shares; additional shares will carry a higher filing fee.

If the legal name of a foreign corporation is already taken in Rhode Island, it will be required to register a Fictitious Business Name for use in the state at the time of filing the Certificate of Authority application.

Rhode Island LLC

A Rhode Island LLC is a legal entity that is a little different from a corporation (it does not sell shares, and it has members/managers rather than corporate officers) but still provides limited liability from debts or obligations of the company (as the name, Limited Liability Company, implies).

Rhode Island Nonprofit Corporation

A 501c3 nonprofit corporation is a type of corporation that operates for the benefit of the community or the public, rather than for the financial gain of its shareholders.

But registering as a general Rhode Island nonprofit corporation does not mean that an organization may begin accepting tax-deductible donations and operating as if it were a 501c3 nonprofit. This is only eligible for certain nonprofit corporations that are organized for specific purposes (such as literary, educational, scientific, religious, and some others), and the organization may only operate as tax exempt once it has applied for and received permission from the IRS.