Rhode Island

Each corporation must continuously maintain a registered office and a registered agent, who may be an individual RI resident, or a domestic (or authorized foreign) corporation, LP, LLP, or LLC, in each case having a business office identical with the registered agent's office that is generally open during normal business hours to accept service of process; if the agent is an attorney, the agent's usual business address may differ from the registered office. LLCs: a resident agent who is an individual RI resident or a domestic/authorized corporation, LP, or LLC (§ 7-16-11(a)).

Consent required: yes.

If a corporation fails to appoint or maintain a registered agent, or the agent cannot with reasonable diligence be found at the registered office, the Secretary of State is the corporation's agent for service; duplicate copies are left with the Secretary, who forwards one by certified mail to the corporation's registered office; service is returnable in not less than 30 days. LLC parallel: the Secretary of State is appointed agent if no resident agent has been appointed, the agent's authority is revokedRevocation / administrative dissolutionThe state involuntarily ending an entity's authority to do business - for missed annual reports, a lapsed registered agent, or unpaid fees.Read the full entry →, or the agent cannot be found or served with reasonable diligence (§ 7-16-11(e)).

• Administrative Dissolution. The Secretary of State may revoke a corporation's articles of incorporationArticles of incorporationThe document filed with the state to create a corporation.Read the full entry → if it has failed for 30 days to appoint and maintain a registered agent, or failed to file the statement of change after changing its registered office or agent - after not less than 60 days' mailed notice and failure to cure. Upon the certificate of revocation, the corporation's authority to transact business ceases (§ 7-1.2-1311(b)).
• Revocation Foreign. A foreign corporation's certificate of authorityCertificate of authorityPermission for an entity formed in one state to do business in another - the 'foreign' registration.Read the full entry → may be revoked when it fails to appoint and maintain a registered agent in Rhode Island, or fails to file the statement of change after changing its registered office or agent, after not less than 60 days' notice.
• Administrative Dissolution. LLC parallel: the Secretary of State may revoke an LLC's certificate of organizationArticles of organizationThe document filed with the state to create an LLC - the LLC equivalent of articles of incorporation.Read the full entry → or registration if it has failed for 30 days to appoint and maintain a resident agent, or failed to file the statement of change of resident agent, after 60 days' notice; upon revocation the LLC's authority to transact business ceases (§ 7-16-42(b)).
• ReinstatementReinstatementRestoring an entity the state revoked or administratively dissolved for missed filings - typically back-filing reports, paying accrued fees and penalties, and filing an application.Read the full entry → Fee. Reinstatement after revocation (available within 20 years) requires filing the missed documents, paying a penalty of $50 for each year or part of a year since the certificate of revocation issued, and filing a certificate of good standingCertificate of good standingThe state-issued document proving an entity exists and is current on its filings.Read the full entry → from the division of taxation; a name change can be forced if the old name was taken. Corp penalty is in the fee statute; the LLC penalty is stated in § 7-16-43(a)(2).
• Civil Penalty. Criminal exposure for unauthorized designation: designating a registered agent without the agent's authority is a misdemeanor punishable by a fine up to $1,000, up to one year imprisonment, or both.

Filing officeFiling officeThe agency that keeps the business register.Read the full entry →

Rhode Island Department of State, Business Services Division (148 W. River St, Providence) - Fictitious Business NameDBA / fictitious nameA name a business operates under that is not its legal name - 'doing business as.' Also: assumed name, trade name, fictitious business name.Read the full entry → Statement, Form 624A (corporation) / 624B (LLC) / 624C (partnership)

State fee

$50 per fictitious name

Term

Indefinite - the official form and RIGL 7-16-9 state no expiration or renewal; effective until cancelled/abandoned

Renewal

None stated on the official form or statute

Publication

Not required. No newspaper publicationPublication requirementA few states require newly formed or registered entities to publish a notice in designated newspapers (New York's LLC publication is the expensive example) - a real cost of formation that fee tables usually omit.Read the full entry → requirement in Rhode Island

Online filing

Not available

The regime

Rhode Island requires anyone conducting business under a trade name - any name other than the real name of the individuals conducting the business - to file a trade name certificate with the Secretary of State before doing business. This is now a state-level filing: P.L. 2022 ch. 237/238 and P.L. 2024 ch. 334/335 moved the filing from the town/city clerk to a Secretary of State trade name registry, with municipal records transferred to the state database by late 2025 (§ 6-1-9). Older references to town-clerk filing are outdated.

Where it is filed

The trade name certificate application is filed with the office of the Secretary of State (in person, by mail, or electronically), which keeps an online register of all filings. By statute, each municipality transferred its active assumed business name records into the Secretary of State's trade name database between August 1 and September 30, 2025.

Term and renewal

Trade names are subject to annual renewal under a process established by the Secretary of State; the renewal process must allow renewal at the same time as any business-license renewal. Failure to renew can lead to cancellation after a 60-day notice window (§ 6-1-7(c)(2)); a cancelled certificate may be restored by filing a restoration statement with a $25.00 fee (§ 6-1-8).

Name restrictions

The trade name must be distinguishable on the registry's records from any trade name on file within the municipality where the business is located, unless the applicant files a certified court decree establishing prior right, or the conflicting registration was cancelled more than a year ago without restoration.

Assumed names for registered entities

Registered entities are exempt from ch. 6-1 (§ 6-1-3). A domestic corporation or a foreign corporation authorized in Rhode Island may transact business under a fictitious name by filing a fictitious business name statement with the Secretary of State before using the name; a corporation that uses a fictitious name without filing cannot maintain any action on contracts made in that name until the statement is filed (§ 7-1.2-402(e)).

Penalties

Failing to comply with the chapter is punishable by imprisonment up to one year or a fine up to $500.
A person doing business under an unregistered trade name cannot maintain any suit in Rhode Island courts until registration is completed; the failure does not void contracts or prevent defending suits.

Official source

docs.sos.ri.gov/documents/BusinessServices/624B-fictitious-business-name-statement-Limited-Liability-Company.pdf↗ (opens the official source)

What it is called

RI Business Corporation Tax (corps) / LLC annual charge a.k.a. annual fee or filing charge (pass-throughs)

Administering agency

RI Division of Taxation, Corporate Tax Section ([email protected] / 401-574-8935); SOS Business Services Division administers the separate $50 annual report

Corporation minimum

$400

How it is computed

No named franchise taxFranchise taxA recurring tax on the privilege of existing as an entity in a state - not a tax on franchising a business.Read the full entry → - old franchise tax (RIGL ch. 44-12) repealed by P.L. 2014, ch. 145, art. 12, sec. 20, eff. June 19, 2014. Equivalent burden: CORP (C corp, incl. LLC taxed as C corp) = max(7.0% x RI net income, $400) per year (RIGL 44-11-2, minimum $400 in 44-11-2(e) for tax years beginning on/after 1/1/2017); Form RI-1120C due 15th day of 4th month (Apr 15 calendar-year). No cap. LLC pass-through incl. SMLLC = flat $400/yr annual charge equal to the 44-11-2(e) corporate minimum (RIGL 7-16-67(b)); Form RI-1065 due 15th day of 3rd month (Mar 15 calendar-year); +$100 addition if delinquent. LLC taxed as S corp = flat $400/yr, Form RI-1120S due Mar 15. Applies every year the entity exists, full or partial, formation year through dissolution year (Div. of Taxation Notice 2025-01).