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Your Structure

The chart below outlines the two structures available for non-profit organizations in Rhode Island. It is best to consult with an attorney about which structure is best suited for your organization.

Non-Profit Corporation Charitable Trust
Who are the owners? No owners, governed by Board of Directors (minimum of 3 directors). No owners, governed by the Trustees.
What are the governing documents? Bylaws. A will, indenture, and/or other Trust Instrument.
What is the source of initial business funding? Grants, individual contributions/donations, fees for services. A will, indenture, and/or other Trust Instrument.
Who is liable? The corporation is liable for debts. Directors/Employees are not personally liable for debts of the corporation The trust is liable for debts. Trustees/Employees are not personally libale for debts of the trust.
Who receives profits? Profits cannot be distributed among members or officers. Profits can only be used to pursue its stated purpose. Profits cannot be distributed among trustees or employees. Profits can only be used to pursue its stated purpose.
What income taxes must be paid? There is no Rhode Island income tax*. The organization may owe federal income tax unless it was granted tax exempt status by the IRS. There is no Rhode Island income tax*. The trust may owe federal income tax unless it was granted tax exempt status by the IRS.
What are the initial and annual filing obligations in RI? File Articles of Incorporation with the RI Department of State ($35). Submit an annual report to the RI Department of State between June 1 and 30 each year, excluding the year of incorporation ($20). File a Charitable Trust Registration Statement with the RI Attorney General ($50). Submit an annual report to the RI Attorney General by July 1 of each year ($50).

A Charitable Trust can also be registered as a non-profit corporation. For more information on Charitable Trusts see the Attorney General’s Website.

*Non-profit corporations can generate unrelated business income by regularly performing a trade or business activity that is not substantially related to its exempt purpose.  Unrelated business income over $1,000 must be reported to the IRS and the RI Division of Taxation. Learn more.


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