You want to do business in the state of Rhode Island but are registered as a LLC 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 LLC.  The process of registering as a Foreign LLC in Rhode Island is called Rhode Island LLC Foreign Qualification.

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

Once you have made the decision to Qualify as a Foreign LLC 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 LLC 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 LLC that is registered in California wants to do business in Rhode Island.  The California LLC is a "Domestic" LLC in California and will be a "Foreign" LLC in Rhode Island.

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

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign company to be a company 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 LLC.

Our detailed Foreign Qualification page may help you understand some of the implications of forming a Rhode Island Foreign LLC.  However, if there is anything about forming a Foreign LLC 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 LLC in Rhode Island.

Once you have made the decision to form a Foreign LLC 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 LLC.

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

The LLC 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 LLC.  Whether or not you need to reserve a company name for your new Rhode Island Foreign LLC depends entirely on your business situation.  The Rhode Island Secretary of State uses LLC 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 LLC Name.

If the Name you have chosen for your new Rhode Island Foreign LLC is already in use by a currently active Rhode Island 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 LLC is available before we submit your Foreign LLC 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 LLC
2. Choose a name for your Rhode Island Foreign LLC
3. File Registration Documents with the Rhode Island Secretary of State
4. Determine how you want your Rhode Island Foreign LLC to be taxed

1. Prove that you are registered in a state other than Rhode Island as a Domestic LLC
   
   In order to register as a Foreign LLC in the state of Rhode Island, you must first prove that you are registered in another state as a Domestic LLC.  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 LLC.  Cost of a Good Standing Certificate for your Domestic LLC varies from state to state.
   
   
   If you already have a Good Standing Certificate from your home state, please note that it must be dated no older than 60 days from the date of your application for Rhode Island LLC Foreign Qualification.
   
   
   If the date on your Good Standing Certificate is older than 60 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 LLC.
   We can get your LLC Good Standing Certificate from any state - in most states within 2-3 hours.
2. Choose a name for your Rhode Island Foreign LLC
   
   You can use the same name in Rhode Island that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your Rhode Island Foreign LLC 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 LLC name that you choose must be distinguishable from the name of any other registered Rhode Island LLC 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 LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your Rhode Island Foreign LLC name must not be a name that is likely to mislead the public.
   
   The name of a Rhode Island Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".
   
   It's important to choose a good name for your Rhode Island Foreign LLC 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 LLC name is available and conforms to all state of Rhode Island Limited Liability Company naming regulations.
3. File Registration Documents with the Rhode Island Secretary of State
   
   In order to Qualify as a Foreign LLC 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 Registration".
   
   The registration documents must include certain specific information about your Rhode Island business.  If the LLC Registration Documents do not conform exactly to state of Rhode Island Foreign LLC requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Rhode Island Foreign LLC has been approved, you may amend the registration documents for your Rhode Island Foreign LLC but you will have to pay a fee to the state of Rhode Island in order to make the changes official.
   
   
4. Determine how you want your Rhode Island Foreign LLC to be taxed
   
   The Rhode Island Corporate Income Tax Rate is 9%.  You may choose that your Rhode Island Foreign LLC is 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 Corporations. 
   
   You may choose to have your Rhode Island Foreign LLC 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 form a Single Member Rhode Island Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Rhode Island Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member Rhode Island Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Rhode Island Foreign LLC will be taxed as a Partnership.
   
   Click here for more Rhode Island Corporate Tax Information .
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Rhode Island Foreign LLC and include it with your final Foreign LLC documents.

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 LLC
3. Keep proper records of your Rhode Island Foreign LLC 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 LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Rhode Island Foreign LLC 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 LLC 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 LLC 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 LLC 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 LLC 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 LLC
   
   The Rhode Island Annual Report includes basic information about your Rhode Island Foreign LLC including information on your business location as well as the names of the Officers and Directors.
   
   Failure to submit a properly completed Rhode Island Annual Report to the Rhode Island Secretary of State on or before the due date may subject the Rhode Island Foreign LLC 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 LLC Annual Report to the Rhode Island Secretary of State by the due date.
   
   
3. Keep proper records of your Rhode Island Foreign LLC on file
   
   Keep the following records on file and available at the principal business office of your Rhode Island Foreign LLC:
   • Names and addresses of all Members and Managers of the Rhode Island Foreign LLC
   • Foreign LLC formation documents and any Amendments to them
   • Rhode Island Foreign LLC Operating Agreement and any Amendments to them
   • Copies of any LLC Resolutions which have been adopted by the Rhode Island Foreign LLC
   • Copies of all tax returns and Annual Reports for the Rhode Island Foreign LLC for the last 3 years
   
   
4. Pay your taxes to the state of Rhode Island
   
   Foreign LLCs 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 Form a Foreign LLC in Rhode Island you'll need the following information about your LLC:

• The name of your new Rhode Island Foreign LLC along with your second choice of a name in case the name that you want is not available
• Physical address of the Foreign LLC office in Rhode Island (not a PO Box)
• A description of the nature of the business you are planning to operate with the Rhode Island Foreign LLC
• A good standing certificate from your home state no older that 60 days
• Whether the Rhode Island Foreign LLC will be managed by LLC Members or Managers
• When the Rhode Island Foreign LLC will start and when it will cease to exist (normally the Foreign LLC starts on the date the application is filed and will exist perpetually)

Remember - ALL the information that you provide when you Form a Foreign LLC 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 LLC in Rhode Island.

Processing times for new Rhode Island Foreign LLC 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 LLC 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 LLC.

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 LLC application. We get your Rhode Island Foreign LLC application to the RI Secretary of State ASAP. Once it is at the state we have no control over the new Rhode Island Foreign LLC application process.

The state of Rhode Island charges $161.00 to Form a Foreign LLC in RI.  Also add the cost of a good standing certificate from your home state.   If you choose All Business Documents to help you Form your Foreign LLC in Rhode Island our processing fees are $145.00.  This includes:

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