Rhode Island LLC filing: $150 to form, a $50 report, and a separate $400 tax that owners keep missing

Every figure on this page comes from the Rhode Island Department of State and the Division of Taxation, not an aggregator. Rhode Island’s filing looks ordinary: $150 to form and a $50 annual report. The catch is that those are not the whole obligation, and the part that gets missed is the bigger one. Rhode Island’s $400 minimum annual tax, covered on the structure and cost page, is a completely separate filing, paid to a different agency, with no connection to the annual report. So an owner can pay the $50 report, see nothing else on the Department of State’s system, and reasonably believe they are compliant, while a $400 tax sits unpaid at the Division of Taxation. That two-agency split is the defining feature of Rhode Island compliance.

Forming the company

Formation is a single filing with the Department of State.

Rhode Island forms an LLC on Articles of Organization filed with the Department of State for $150.

You create a Rhode Island LLC by filing the Articles of Organization with the Department of State for $150, naming the company and a registered agent with a Rhode Island address. There is no publication requirement, so $150 is the full cost of forming, and the Department of State handles the entity’s existence and its annual report.

Rhode Island requires a $50 annual report filed with the Department of State in the first part of the year.

Every Rhode Island LLC files a $50 annual report with the Department of State, in a window in the first part of the year, and letting it lapse brings penalties and eventually administrative dissolution, which ends the good standing the liability shield on the protection page depends on. That is the obligation owners see, because it comes from the same agency that formed the LLC. The one they miss comes from somewhere else.

The $400 tax at a different agency

Here is the Rhode Island-specific trap.

The $400 minimum tax is a separate obligation paid to the Division of Taxation, not the Department of State, so it does not appear alongside the annual report.

The $400 minimum annual tax is owed to the Division of Taxation, a different agency from the Department of State that handles the formation and the annual report, and it is reported on the entity’s tax return rather than on the annual report. Nothing about paying the $50 report prompts the $400 tax, because the two live in different systems. So the common failure is straightforward and costly: a new owner forms the LLC, pays the annual report each year, sees a clean status with the Department of State, and never realizes a separate $400 tax has been accruing at the Division of Taxation, with penalties and interest building on the unpaid amounts. The lesson for a Rhode Island owner is to treat compliance as two obligations at two agencies, the $50 report at the Department of State and the $400 minimum tax at the Division of Taxation, and to calendar both, because the state’s own systems will not connect them for you. For a multi-property investor, this compounds: each LLC has its own $400 tax at the Division of Taxation, so the missed obligation multiplies across the structure exactly as the cost does.

The bottom line

A Rhode Island LLC forms on Articles of Organization filed with the Department of State for $150, with a Rhode Island-address registered agent.

The annual report is $50, filed with the Department of State in the first part of the year, and missing it leads to administrative dissolution.

The $400 minimum tax is a separate obligation paid to the Division of Taxation, a different agency, and it does not appear alongside the annual report.

Owners routinely pay the report, believe they are compliant, and miss the $400 tax because nothing connects the two.

Rhode Island compliance is two obligations at two agencies, and both have to be calendared, because the state will not connect them for you.

What this page does not cover

This page is about fees, forms, and deadlines. How creditors reach a member’s interest, the generous homestead, and the entireties shield are on the protection page. The older LLC act’s duties and defaults are on the governance page. The $400 minimum annual tax, the low estate-tax threshold, and the lack of a series LLC are on the structure and cost page.

Last verified August 2026.