You want to do business in the state of Rhode Island but are registered as a Domestic Corporation in another state.  In order to legally conduct business in the state of Rhode Island you must register with the Rhode Island Secretary of State as a Foreign Corporation.  The process of registering as a Foreign Corporation in Rhode Island is called Rhode Island Corporation Foreign Qualification.

The process of Rhode Island Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in Rhode Island.  Your original Domestic Corporation formation documents (usually called Articles of Incorporation) and By Laws apply to your Rhode Island Foreign Corporation.  The Officers and Directors of your Domestic Corporation have the same roles in the Rhode Island Foreign Corporation.  Specific requirements to qualify as a Foreign Corporation in Rhode Island are explained below. 

Once you have made the decision to Qualify as a Foreign Corporation in Rhode Island, a Rhode Island lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services.

In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your Corporation is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a Corporation that is registered in California wants to do business in Rhode Island.  The California Corporation is a "Domestic" Corporation in California and will be a "Foreign" Corporation in Rhode Island.

The California Foreign Corporation needs to register with the Rhode Island Secretary of State as a Rhode Island Foreign Corporation.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign Corporation to be a Corporation that is registered outside of the United States.

The short answer is no.  The state of Rhode Island does not legally require a lawyer to form a Rhode Island Foreign Corporation.

Our detailed Foreign Corporation Information page may help you understand some of the implications of forming a Rhode Island Foreign Corporation.  However, if there is anything about forming a Foreign Corporation in Rhode Island that you're not sure about you should seek the advice of a competent Rhode Island lawyer, a Rhode Island accountant, or both before you form a Foreign Corporation in Rhode Island.

Once you have made the decision to form a Foreign Corporation in Rhode Island, a Rhode Island lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new Rhode Island Foreign Corporation.

You are not legally required to reserve a Company Name for a new Rhode Island Foreign Corporation before you submit your application to Form a Foreign Corporation in Rhode Island.

The Foreign Corporation name that you have registered in your home state may or may not be available in Rhode Island.  In that case you need a different name your Rhode Island Foreign Corporation.  Whether or not you need to reserve a company name for your new Rhode Island Foreign Corporation depends entirely on your business situation.  The Rhode Island Secretary of State uses names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Rhode Island Foreign Corporation Name.

If the Name you have chosen for your new Rhode Island Foreign Corporation is already in use by a currently active Rhode Island Foreign Corporation or LLC then you will have to register a DBA Name with the Rhode Island Secretary of State.  "DBA" is an abbreviation for "Doing Business As."

We verify that the Name you have chose for your new Rhode Island Foreign Corporation is available before we submit your Foreign Corporation filing to the Rhode Island Secretary of State.  If necessary we can register a DBA Name in Rhode Island for you so that you can open your new Rhode Island business as quickly as possible.

1. Prove that you are registered in a state other than Rhode Island as a Domestic Corporation
   In order to register as a Foreign Corporation in the state of Rhode Island, you must first prove that you are registered in another state as a Domestic Corporation.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic Corporation.  Cost of a Good Standing Certificate for your Domestic Corporation varies from state to state.
   
   
   If you already have a Good Standing Certificate from your home state, note that it must be dated no older than 90 days from the date of your application for Rhode Island Corporation Foreign Qualification.
   
   
   If the date on your Good Standing Certificate is older than 90 days then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a Rhode Island Foreign Corporation.
   We can get your Good Standing Certificate from any state - in most states within 2-3 hours.
2. Choose a name for your Rhode Island Foreign Corporation
   You can use the same name in Rhode Island that you use in your home state, however, if the name of your Domestic Corporation is not available you need to choose another name.  Your Rhode Island Foreign Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.
   
   In any case, the Rhode Island Foreign Corporation name that you choose must be distinguishable from the name of any other registered Rhode Island Corporation or other business entity and the name must also be different from any reserved names on record with the state of Rhode Island.  Your Rhode Island Foreign Corporation name must not imply that it was formed for a purpose other than that stated in the Your Rhode Island Foreign Corporation name must not be a name that is likely to mislead the public.
   
   The name of a Rhode Island Foreign Corporation must include the word "Foreign Corporation" or "Incorporated" or an abbreviation of one of these words.
   
   It's important to choose a good name for your Rhode Island Foreign Corporation because if you want to change it after you qualify you will have to file amended documents with the Rhode Island Secretary of State (and pay a fee).
   We will check to make sure that your requested Rhode Island Foreign Corporation name is available and conforms to all state of Rhode Island Foreign Corporation naming regulations.
3. Select an official address and a Registered Agent for your Rhode Island Foreign Corporation
   Every Rhode Island Foreign Corporation must have an address that is physically located in the state of Rhode Island.  This address is "registered" with the Rhode Island Secretary of State.  The Registered Address cannot be a PO Box and is where official and legal correspondence can be delivered.
   
   The individual or company that is registered with the state of Rhode Island to receive all correspondence on behalf of the Rhode Island Foreign Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Rhode Island Foreign Corporations hire a Registered Agent because they don't have a physical address within the state of Rhode Island or to provide a distinct level of privacy.
   We provide Registered Agent services in Rhode Island as well as all other states and the District of Columbia.
4. File Registration Documents with the Rhode Island Secretary of State
   In order to Qualify as a Foreign Corporation in Rhode Island you must file Registration Documents with the Rhode Island Secretary of State.  In Rhode Island the registration documents are named "Application for Certificate of Authority".
   
   The registration documents must include certain specific information about your Rhode Island business.  If the Registration Documents do not conform exactly to state of Rhode Island requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Rhode Island Foreign Corporation has been approved, you may amend the registration documents for your Rhode Island Foreign Corporation but you will have to pay a fee to the state of Rhode Island in order to make the changes official.
   
   
5. Determine how you want your Rhode Island Foreign Corporation to be taxed
   The Rhode Island Corporate Income Tax Rate is %.  You may choose that your Rhode Island Foreign Corporation to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Foreign Corporations. 
   
   You may choose to have your Rhode Island Foreign Corporation taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Rhode Island Corporate Income Tax.
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Rhode Island Foreign Corporation and include it with your final Foreign Corporation documents package.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your Rhode Island Foreign Corporation
3. Keep proper records of your Rhode Island Foreign Corporation on file
4. Pay your taxes to the state of Rhode Island

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   Note that forming a Rhode Island Foreign Corporation does not take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Rhode Island Foreign Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your Rhode Island Foreign Corporation within Rhode Island you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Rhode Island Foreign Corporation vary depending on your business activities and the specific locations within the state of Rhode Island in which you want to conduct business.
   
   If your Rhode Island Foreign Corporation will be selling products in Rhode Island you may be required to obtain a Reseller's Permit from the appropriate Rhode Island state agency.  If your Rhode Island Foreign Corporation will be selling products in Rhode Island you will also be responsible for all applicable local and state of Rhode Island sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Rhode Island Foreign Corporation
   The Rhode Island Corporation Annual Report includes basic information about your Rhode Island Foreign Corporation including information on your Officers and Directors.
   
   Failure to submit a properly completed Rhode Island to the Rhode Island Secretary of State on or before the due date may subject the Rhode Island Foreign Corporation to being administratively dissolved in the state of Rhode Island or having its authority to transact business in the state of Rhode Island revoked by the Rhode Island Secretary of State.
   
   Penalties may accrue if you fail to file any Rhode Island Foreign Corporation to the Rhode Island Secretary of State by the due date.
   
   
3. Keep proper records of your Rhode Island Foreign Corporation on file
   Keep the following records on file and available at the principal business office of your Rhode Island Foreign Corporation:
   • Names and addresses of all Directors and Officers of the Rhode Island Foreign Corporation
   • Foreign Corporation formation documents and any Amendments to them
   • Corporate Bylaws and any Amendments to them
   • List of current shareholders of the Foreign Rhode Island Foreign Corporation.  If shareholders change, keep a record of old shareholders and how stock was transferred.
   • Minutes of all Meetings of Shareholders and Directors
   • Copies of any Corporate Resolutions which have been adopted by the Rhode Island Foreign Corporation
   • Copies of all tax returns and Annual Reports for the Rhode Island Foreign Corporation for the last 3 years
   
   
   
4. Pay your taxes to the state of Rhode Island
   Foreign Corporations that either do business in the state of Rhode Island or that derive income from sources within the state of Rhode Island are subject to Rhode Island and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Rhode Island, you must allocate the amount of income derived from the state of Rhode Island in order to determine your Rhode Island state taxes.

In order to Incorporate in Rhode Island you'll need the following information about your new Company:

• The name of your new Rhode Island Foreign Corporation along with your second choice of a name in case the name that you want is not available
  
• Physical address of the Foreign Corporation office in Rhode Island (not a PO Box)
  
• A good standing certificate for your Domestic Corporation from your home state no older that 90 days
• A description of the nature of the business you are planning to operate with the Rhode Island Foreign Corporation
• The number of shares of stock that the Rhode Island Foreign Corporation will be authorized to issue
• The par value of the shares which the Rhode Island Foreign Corporation will be authorized to issue
• When the Rhode Island Foreign Corporation will start and when it will cease to exist (normally the Foreign Corporation starts on the date the application is filed and will exist perpetually)
• Names and addresses of the initial Directors of the Rhode Island Foreign Corporation
• Names and addresses of each Officer of the Rhode Island Foreign Corporation

Remember - ALL the information that you provide when you Form a Foreign Corporation in Rhode Island becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign Corporation in Rhode Island.

Processing times for new Rhode Island Foreign Corporation applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new Rhode Island Foreign Corporation applications takes the state around 8-10 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new Rhode Island Foreign Corporation.

The Rhode Island Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Rhode Island Secretary of State.

In our experience 8-10 business days is the time it usually takes the Rhode Island Secretary of State to process a new Rhode Island Foreign Corporation application. We get your Rhode Island Foreign Corporation application to the RI Secretary of State ASAP. Once it is at the state we have no control over the new Rhode Island Foreign Corporation application process.

The state of Rhode Island charges $321.00 to Form a Foreign Corporation in RI.  Also add the cost of a Good Standing Certificate from your home state.   If you choose us to help you Form your Foreign Corporation in Rhode Island our processing fees are $145.00.  This includes:

• Same day processing of your new Rhode Island Foreign Corporation order
• RI Name Check and Reservation
• Prepare Application for Certificate of Authority
• File Formation Documents with the Rhode Island Secretary of State
• Certified Copies of Formation Documents
• Rhode Island Foreign Corporation Checklist
• Priority Mail Delivery
• Unlimited Customer Support