How To Start A Limited Liability Company In Rhode Island

A Limited Liability Company, or LLC, is one of the most common forms of business structures and is especially popular among small business owners. This blog post discusses some of the steps you must take in order to start and register an LLC in Rhode Island. If you have questions about how this applies to you or have other business law needs, our skilled Coventry, RI business lawyer is available to discuss them with you.

Naming The LLC

First, in order to start and register an LLC, you must determine an original name for your LLC. Under Rhode Island law, the name of the company must end with either the words “Limited Liability Company” or an abbreviation of LLC in either uppercase or lowercase, either with or without punctuation.

Furthermore, the name of the LLC cannot be the same as the name of any other “corporation, non-business corporation or other association, limited partnership or domestic or foreign limited liability company” that is registered in Rhode Island. The name of your LLC must be “distinguishable” from all other business entities registered in Rhode Island. Rhode Island provides additional guidelines for crafting a distinguishable name, which includes a prohibition on substituting abbreviations, misspellings, or differing punctuation or capitalization in an attempt to distinguish your LLC from existing business names. You can search for business names already registered with Rhode Island’s Secretary of State here.

Finally, an LLC may also register and organize under a fictitious name, provided that the LLC files a fictitious business name statement with the Secretary of State.

Choosing A Resident Agent

Another step required by Rhode Island law is to have a registered resident agent. The resident agent is either a person or entity who is able to accept service of process on behalf of your LLC. The resident agent must be a Rhode Island resident, or can be a corporation, limited partnership, or LLC authorized to do business in Rhode Island.

Filing The Articles Of Organization

One of the most important steps of starting an LLC is to draft and file the Articles of Organization. Rhode Island addresses the specific requirements for the Articles of Organization in R.I. Gen. L. § 7-16-6; among other things, the Articles must include the name of the LLC, the name and address of its registered agent, the address of the principal office of the LLC, and statements that define the purpose, duration, and management of the LLC. Furthermore, the Articles must be signed by an authorized person. Additionally, the LLC must pay a filing fee with the Rhode Island Secretary of State.

After the Articles of Organization and the filing fee have been submitted, the Secretary of State will issue a Certificate of Organization. After the Certificate is issued, the LLC is officially “formed under [its submitted] name and [is] subject to the conditions and provisions stated in its articles of organization.”

Management And Operating Agreement

In either the Articles of Organization or in the LLC’s Operating Agreement, it is important to explain the management structure of the LLC. This includes determining whether the LLC will be member-managed or whether the LLC will be directed by managers who have special rights, duties, and qualifications.

Further, either the Articles of Organization or the Operating Agreement should describe the circumstances under which the LLC will dissolve and the winding up process to dissolve the LLC.

It is crucial to be detailed in drafting the Operating Agreement for your LLC in order to account for any possible management and operational situations that could arise during the life of your LLC. It will also be important to draft and execute your initial minutes of organization to formally ratify all of the actions taken to form the LLC.

Next Steps For Launching Your LLC

Finally, if your LLC will have employees, you must apply for an Employer Identification Number (EIN) with the IRS and must register your business with the Rhode Island Division of Taxation.

If you are contemplating starting an LLC, it is helpful to consult an experienced lawyer to make sure that your Operating Agreement best conforms to your vision for your business. Our founder, Geoffrey M. Aptt, is licensed to practice law in Rhode Island and Massachusetts, and has nearly a decade of legal experience. Reach out to Attorney Aptt at Aptt Law LLC today.