RI.gov
Subscribe to our e-news | En Español | Search this site: Print 

Contact Us

Business Filing
148 West River Street
Providence, RI 02904-2615
Phone: (401) 222-3040
Fax: (401) 222-1309
TTY: 711

Email

Open to the public
Monday-Friday
8:30 a.m. to 4:30 p.m.

Directions

New Business Leads

Filing Info

Business Section Frequently Asked Questions

What types of entities are on file with the Business Section?

Business corporations, professional service corporations, nonprofit corporations, limited partnerships, limited liability partnerships, limited liability companies, and producers’ and consumers’ cooperatives are formed in Rhode Island by filing with the Business Section of the Office of the Secretary of State.

An entity formed in another state or country may choose to qualify to conduct business in this state as a “foreign” entity.

How do I determine if an entity is on file with your office?

You can search for the existence of an entity by accessing our corporations database. Inquiries may also be made in person, by telephone (401-222-3040), or by mail at 148 W. River Street, Providence RI 02904-2615.

What information relating to a corporate entity is available from your office and how do I obtain it?

Information relating to an entity of record with the Secretary of State includes the exact entity name, date of incorporation, status, name and address of registered agent, name and address of an officer, director, general partner, manager, or incorporator, address of principal office, and all activity history.

This information can be obtained by accessing the corporate database, in person at the Business Section, by telephone (401-222-3040), or by mail at 148 W. River Street, Providence, RI 02904-2615 .

How do I obtain copies of documents filed with your office?

Copies of documents on file can be obtained through the Business Section either in person or through the mail. The fee for copies is $.15 per page.

What is a certified copy and what types of certificates are available?

A certified copy is a photographic copy of a document on record with this office to which a certificate of authenticity, signed under the seal of the State of Rhode Island, has been attached. The certificate states that the attachment is a true copy of a document of record in this office. The fee for the certificate is $5.00 plus $.15 per page for non-profit corporations, and $10.00 plus $.15 per page for all other entities.

The Business Section issues certificates of good standing for business corporations, non-profit corporations, and limited liability companies, and letters of status for all other entities. A good standing certificate reflects the exact name of the entity, charter type and date of existence, and states that the entity is in good standing and is active on the records of the Corporations Division as of the date of the certificate. In order for this office to issue a good standing certificate, an entity must have filed all annual reports required and currently maintain a registered agent and registered office. The fee for a certificate of good standing is $5.00 for non-profit corporations and $20.00 for all other entities.

A certificate of fact may also be issued to reflect the filing of an amendment, merger, consolidation, dissolution, or revocation. The fee for this type of certificate is $5.00 for non-profit corporations and $30.00 for all other entities.

Can requests for certified copies or certificates be made over the telephone?

Yes. Certified copies and certificates can be ordered over the telephone if the documents will be picked-up at our office at 148 W. River Street, Providence, RI 02904-2615. Phone orders are completed within 48 hours from the time the order is placed and payment is required at the time of pickup. You will not receive a call from this office notifying you that your order for a good standing or letter or status is ready as it is automatically completed within the 48-hour period. We will, however, notify you by telephone as to the cost for certified copies when your order is completed.

Documents certified by the Secretary of State as true and accurate copies of the records in this office shall be accepted as evidence in all courts in Rhode Island. Therefore, the custodian of records from this office does not have to appear in court.

If you are unable to pick up the documents at our office, you may mail your request to the Business Section at 148 W. River Street, Providence, RI 02904-2615, together with a check made payable to the Rhode Island Secretary of State. If the fee is unknown due to the number of pages to be copied, you may submit a “not to exceed” blank check.

I need information contained within a particular document. Will you look it up for me and give me the information I need over the phone?

Unfortunately, we cannot. Compliance with such a request would unfairly tie up phone lines. Information contained within a document that is not captured on our computer system may be obtained in one of two ways. The document may be viewed in person at our office or you may request a copy of the document to be mailed. The fee for plain copies is $.15 per page. Our office is located at 148 W. River Street, Providence, RI 029042615.

Does your office provide the name of the owners of a business?

No. Corporations are not required by statute to identify their owners. Similarly, Limited Liability Companies are not required by statute to disclose the names and addresses of their members, nor are Limited Partnerships required to disclose the names and addresses of their limited partners.

We can, however, provide you with the names and addresses of corporate officers and directors, managers of limited liability companies, and general partners of limited partnerships.

What does “R.I.G.L.” mean?

It stands for “Rhode Island General Laws.” The General Laws of Rhode Island are contained in a 28-volume set of the laws. The laws governing corporations, partnerships and associations are found in Title 7. The following chapters apply to the entities of record in this office:

What type of business entity should I form to transact my business?

This office cannot advise you to choose one business type over another. The Corporations Division acts in an administrative capacity only and cannot render legal advice. If you have legal questions concerning the formation of your business such as tax issues, liability concerns, etc., we recommend that you seek the advice of private legal counsel or a tax consultant. We will, however, try to make the incorporation process as easy as we can for you when you are ready to file.

The Business Information Center of the Office of the Secretary of State can provide you with a customized business checklist to help you deal with federal, state and local requirements for your business. You may contact the Business Information Center through this Web site or at 148 West River Street, Providence, RI 02904-2615, (401) 222-2185).

How do I determine if an entity name is available for use?

To request a name availability search, go to our online Name Availability Search Page. You may also request a search by telephone at 401-222-3040. The results of your name search will be available in 24 hours. This preliminary name search does not, however, guarantee that the name will be available upon filing your documents. It is strongly suggested that you not make any financial expenditures or execute documents utilizing the name based upon this preliminary search. The final determination as to the availability of the name will be made when the documents are submitted for filing.

What are a registered agent and a registered office?

The registered agent’s role is to receive legal process, notice, or demand required or permitted by law to be served upon the entity at the registered office. Each entity is required by statute to have and continuously maintain in this state a registered agent and a registered office. Approval from a proposed agent must be obtained prior to designation. An entity cannot designate itself as its own registered agent. The agent may be either an individual resident in this state or a domestic or foreign entity that is qualified to conduct business in this state. Please refer to the applicable Chapter of Title 7 for a more specific definition of an acceptable agent for your entity.

The registered office must have a Rhode Island street address. A post office box is not acceptable unless it is accompanied by a Rhode Island street address in the same postal zip code.

Why was my document returned?

If your document cannot be processed, it will be returned to you together with a written explanation outlining the necessary corrections to be made. We ask that you carefully review our correspondence and make the necessary corrections. If you have any questions concerning our correspondence, or you are unsure of the filing requirements, please contact the document processor whose name appears on the correspondence prior to resubmitting your filing.

What is the difference between my Entity ID number and my Federal ID number?

The Business Section’s computer system automatically generates an Entity ID number when your entity’s record is entered into the system. This ID number is an internal number used within our office to track your entity. This ID number will appear on every document filed with this office and/or issued by our office.

The Internal Revenue Service (IRS), not the state, classifies corporations according to how they want to be taxed. The Federal Employer Identification Number (FEIN) can be obtained by the entity through the IRS once it has been formed. The toll free phone number is 1-800-829-4933. The FEIN can also be obtained online at www.irs.gov.

Are bylaws and operating agreements filed with the secretary of state?

No. Bylaws and Operating Agreements are maintained by the entity and not recorded with this office.

How can I change the names of the officers and directors of my corporation between Annual Report filing periods?

Changes in officers, directors, and/or business addresses are recorded on the annual report. Corporations that undergo changes between filing periods are not obligated by statute to report those changes.

My entity is going out of business. Once I have filed my final tax return, have I done all that I need to do to terminate my entity’s existence?

No. In order to formally terminate the existence of any entity of record in this office, final documentation must be filed. If the entity is a corporation, non-profit, or limited liability company, articles of dissolution or a certificate of withdrawal must be filed. If the entity is a limited partnership, a certificate of cancellation must be filed. If the entity is a limited liability partnership, a statement of withdrawal must be filed.

For additional filing requirements and forms, please contact our office or obtain the forms and accompanying instruction sheets from our Web site.

The annual report form I received from your office contains a set number of spaces to record the names and addresses of the officers, directors or managers of my entity. Must I report all of my entity’s officers, directors or managers, if my entity has more officers, directors, or managers than space provides?

Yes. If additional space is required to record all of the entity’s officers, directors or managers, an attachment may be provided. However, for scanning purposes, we do require that you fill in the spaces provided on the annual report first and then submit an attachment listing the remainder of the officers, directors or managers. Each year, we scan the Annual Reports and provide their images through our corporate database. We are currently not scanning attachments.

What changes to my entity would require me to file an amendment?

Business and Non-Profit Corporations: In general, but not limited to, change in name, increase or decrease in authorized shares, and the addition or deletion of internal provisions.

Limited Liability Company: In general, but not limited to, change in name, change in managers or internal structure, change in duration, and the addition or deletion of internal provisions or “other matters.”

Limited Partnership: In general, but not limited to, change in name, change in general partners, change in duration, and the addition or deletion of internal provisions or “other matters” the general partners may determine.

Limited Liability Partnership: A limited liability partnership is not required to file a change prior to its renewal date.

All filers should review the corresponding statutes and may choose to consult with legal counsel prior to filing an amendment.

How do I maintain my entity’s good standing with your office?

Primarily, an entity must be up to date with its required filings in this office and must at all times maintain an agent for service of process. Each Chapter has specific provisions for maintaining an entity’s good standing. Please refer to the corresponding statute for additional information.

Each year, excluding the year of filing, a business corporation, non-profit corporation, and limited liability company must file an annual report with the Business Section. The annual report is sent by regular mail to the entity’s agent approximately two weeks prior to the filing period. Specific filing periods are:

  • Business Corporations: Between January 1-March 1 each year
  • Non-Profit Corporations: During the month of June each year
  • Limited Liability Companies: Between September 1-November 1 each year

In mailing an entity’s annual report to its agent at the registered office, this office is able to determine if an entity has maintained its agent/registered office status for service of process. Each entity must notify the Secretary of State and file a change of agent/address form in case of a change of the registered agent or the registered office. Failure to do so shall result in revocation proceedings.

Limited partnerships and limited liability partnerships are not required to file annual reports.

What is your Division’s revocation procedure?

Each entity’s statutory chapter outlines the revocation procedure. In general, each entity is issued a 60-day revocation notice outlining the reason for the pending revocation. Pursuant to statute, the revocation notice is mailed to the corporation at the registered office. If the corporation fails to comply with the 60-day notice, a certificate of revocation shall be issued to the corporation by mailing it to the corporation at the registered office.

Once an entity has been issued a revocation certificate, it has ten (10) years from the date of revocation to reinstate its charter with this office. Please contact our office for information regarding the entity reinstatement procedure.

My entity is already incorporated in another state. How do I determine if it is necessary for my entity to qualify to conduct business in your state?

Entities incorporated, formed, or organized in another state should review the appropriate provisions of the Rhode Island General Laws listed below to determine whether or not they are required to file with the Office of the Secretary of State. If you are unable to make a determination based upon your review of the statutes, we advise you to consult with private legal counsel. The Secretary of State’s office cannot provide legal advice concerning an entity’s need to obtain authority to transact business in Rhode Island.

If I amend my entity’s articles of incorporation in its state of incorporation, am I required to reflect the change in the State of Rhode Island?

If the amendment changes the corporation’s name, purpose, or increases its authorized shares, an amended certificate of authority must also be filed. Forms and accompanying instructions can be found on this Web site.

If any statement in the application for registration filed by a limited partnership or limited liability company was false when made or has been changed, the entity shall promptly file in this office an amendment to its application. The required forms and detailed instruction sheets are available on this Web site.