Rhode Island Department of State
Gregg M. Amore

Decide whether to incorporate

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The act of incorporating a business means creating a separate legal entity from the business owner(s) through which the owner(s) carry out their venture. Examples of incorporated entities include Limited Liability Companies (LLCs), Business Corporations, and Limited Partnerships (LPs). By incorporating and properly running a separate legal entity, business owners can conduct business throughout the State of Rhode Island and have limited personal liability for debts incurred by or legal claims lodged against the business.

Some business owners choose to operate an unincorporated business name. This option is called a trade name but is commonly referred to as operating a “DBA” (“doing business as”), sole proprietorship, or general partnership. Unlike incorporated entities, trade names register to conduct business in one of RI’s municipalities, and because trade names are one and the same with their owners, they do not offer the business owner limited personal liability.

There are many factors that should be considered when determining whether to incorporate a business or operate under an unincorporated business name . Ultimately, this important decision should be made after careful consideration and the advice of a qualified corporate attorney and/or CPA.

Gather required information

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Name of Company
All businesses need to register with a unique business name. Incorporated entities that wish to conduct business under one or more alternate names can register those names by filing a Fictitious Business Name Statement. Check name availability by using the RI Department of State Corporate Database. For more information on name availability, please visit the RI Department of State Name Availability Guidelines.

Registered Agent
A registered agent is an individual or entity that receives official and legal documents on behalf of a business. The agent must be a Rhode Island resident or an entity qualified to do business in this state.

Registered Agent Address
A registered agent must have a Rhode Island street address and must be available at the given address during normal business hours to accept service of process. P.O. Boxes or shipping/postal company addresses (including virtual business addresses) do not meet this standard and are not allowed.

Business Structure
Your business structure is the legal definition of how your business is organized.  Refer to our Business Structures chart to learn more.

Proof of Insurance/Board Approval (if applicable)
Professional Service Corporations and Professional Service Benefit Corporations are required to show proof of liability insurance upon registration. State law sets certain insurance exclusions and limits. See R.I. Gen. Laws Chapter 7-5.1. If you intend to register your business online, be sure to have a scanned PDF of your proof of liability insurance (policy declaration page) ready for upload.

If the entity is offering engineering services, prior approval from the Board of Registration for Professional Engineers is required. If you intend to register your business online, be sure to have a scanned PDF of your approval letter ready for upload.

Register your business

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Submitting the form to register your business is NOT the last step! Be sure to return to this page after filing to review and follow the remaining steps.

Use the chart below to access the form required to register your business with the RI Department of State. You can learn more about these structures by reviewing our Business Structures chart.

Confirm your filing

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Before proceeding to Step 4, be sure to confirm your registration filing was accepted. Your filing may take between one to three business days to process.

Confirm your registration

Get Federal Employer Identification Number

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Your EIN is a unique nine-digit number assigned by the Internal Revenue Service (IRS) to identify your business.

Get Federal EIN

Register with the RI Division of Taxation

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Remember, all incorporated businesses registered with the RI Department of State are responsible for paying at least the state’s minimum corporate tax ($400) to the RI Division of Taxation each tax year. This tax is not pro-rated and is owed even if no business was conducted and/or no profit was made.

The RI Division of Taxation’s Taxpayer Portal is an easy way for your business to pay taxes, apply for a Letter of Good Standing, or renew a tax license. Depending on the nature of your business, you can register in one of two ways.

If you do NOT have employees or make retail sales, an account will be created for you when you file your first business tax return on paper or using tax preparation software.

If you have employees or make retail sales, complete the RI Division of Taxation’s Business Application and Registration (BAR) form online to create your sales and/or unemployment tax accounts.

Visit the Taxpayer Portal