SunDoc is here to assist you with the handling and filing of your incorporation paperwork in Rhode Island. We specialize in these types of incorporations. We've also outlined the straightforward process of incorporation in Rhode Island below.

 

While it is not necessary to hire a lawyer when filing incorporation paperwork in Rhode Island, we do recommend that you speak with a licensed professional if you have specific questions or concerns about the process. The following text is meant as a guide and should not be construed as legal, accounting, or tax advice.

 

Overview

 

Overall, the most important step in the Rhode Island incorporation filing process is filing your Articles of Incorporation. This must be done for a filing fee with the Secretary of State of Rhode Island. We can assist you with this process, but before you file your articles, you will need to have made some important decisions.

 

First, you'll need to choose an available name for your business and decide on your company address. You’ll also need to choose a registered agent. You'll need to decide what type of corporation you will be forming and how many shareholders you'll have, according to the corporation type. Lastly, you'll have to make a decision on the number of shares you'll allow your corporation to issue.

 

In addition to the overall filing, you need to obtain an EIN (Federal Tax ID Number). Get this from the IRS. You must also hold an initial Board of Directors meeting to adopt bylaws, which are not filed with the state but kept in your own records, and to appoint officers, who are not required to be listed in the articles of incorporation. Lastly, make sure you know who your corporate officers are (plus any directors you appoint).

 

Each calendar year following the year of formation, an annual report is due during the stated statutory filing period - this is the document that lists officers and directors. Consult your accountant or tax attorney for advice on Rhode Island taxation.

 

Incorporating

 

The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by Rhode Island for certain professionals.

 

For the incorporation process, we recommend using the downloadable forms available from the state of Rhode Island. These forms meet the minimum requirements needed for the process. However, you can also request that your attorney draw up your own documents.

 

Sometimes, attorney drawn documents are necessary — for example, if you would like to name the initial directors on your articles (as long as all directors are present to sign). Similarly, it's important to remember that your corporation will be limited to one class of shares on the default articles of incorporation, but this can be changed with documents made from scratch by your lawyer.

 

Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a Rhode Island corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.

 

The articles of incorporation can only be changed by filing an amendment with the state, while the bylaws are generally amended by a vote of directors and shareholders in a formal meeting. Times and methods of meetings, as well as such things as powers of directors, are set forth in the bylaws, in accordance with relevant provisions of Rhode Island law. Minutes must be kept of meetings.

 

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Corporate Kit page.

 

Registered Agent

 

You have to have a registered agent for your new corporation. Make sure it’s someone (or a company) who can field state communications during a reliable, business hour schedule and at a firm address. Need help finding a registered agent? SunDoc provides this service. This article will give you more information: What is a Registered Agent? Why Do I Need One?

 

Name Search

 

When developing your company name, choose wisely. Do this for the interest of your company’s branding but also to comply with the law. You can run name searches yourself, or SunDoc is able to perform name searches or reserve your corporation name for you.

 

Whichever name you decide on, remember that it has to be available according to the records at the Rhode Island Secretary of State. If you do not ensure this, your filing might be rejected. Keep in mind other regulations about your name choice as well: It cannot mislead the public, and it can’t cause deception because it is too close to another company’s name.

 

EIN

 

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

 

Next Steps

 

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation . This article provides general information between the two corporate tax structures.

 

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