What is a Foreign LLC in Rhode Island – Definition and Filing


Steve Bennett
Steve Bennett
Business Formation Expert
Steve runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

All Posts by Steve →
Business Formation Expert  |   Fact Checked by Editorial Staff
Last updated: 
LLCBuddy™ offers informative content for educational purposes only, not as a substitute for professional legal or tax advice. We may earn commissions if you use the services we recommend on this site.
At LLCBuddy, we don't just offer information; we provide a curated experience backed by extensive research and expertise. Led by Steve, a seasoned expert in the LLC formation sector, our platform is built on years of hands-on experience and a deep understanding of the nuances involved in establishing and running an LLC. We've navigated the intricacies of the industry, sifted through the complexities, and packaged our knowledge into a comprehensive, user-friendly guide. Our commitment is to empower you with reliable, up-to-date, and actionable insights, ensuring you make informed decisions. With LLCBuddy, you're not just getting a tutorial; you're gaining a trustworthy partner for your entrepreneurial journey.

If you have an LLC in Rhode Island and want to expand your business beyond Rhode Island, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Rhode Island, must file a foreign LLC in Rhode Island. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Rhode Island government.

In this article, you’ll be reading about how to start a foreign LLC in Rhode Island. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Rhode Island after you form it.

Forming a Foreign LLC in Rhode Island

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Rhode Island, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Rhode Island) and wants to expand their operations in Rhode Island can file their LLC as a foreign entity. To start a foreign LLC in Rhode Island, you need to register it with the Rhode Island Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Rhode Island for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Rhode Island. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Good Standing From Home State

llc formation document

Before you proceed to register your LLC in Rhode Island as a foreign entity, you must get the Certificate of Good Standing issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Rhode Island, then you must obtain the Certificate of Good Standing from Rhode Island Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Rhode Island must get this document to register a foreign LLC in Rhode Island.

Filing Certificate of Good Standing: In Rhode Island, obtaining the Certificate of Good Standing needs a few steps. You can order it online or offline. For the online filing, check the link mentioned and apply for the Good Standing Certificate.

Step 2: Choose Rhode Island Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Rhode Island Secretary of State. Your LLC’s legal name outside of Rhode Island will be listed on the application, along with the name it will use in Rhode Island. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Rhode Island to use. Check name availability at Rhode Island’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Rhode Island when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Rhode Island Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Rhode Island, you must have a registered agent from Rhode Island only. No matter where your domestic LLC is located, you must hire a registered agent from Rhode Island for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Rhode Island and take note that the Rhode Island Resident Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

LLC Service

Our Rating & Pricing

Top Features

Learn More

#1 TOP PICK

$0 + State Fees

  • Fastest filing: 1-day processing

  • 4.8/5.0 Trustpilot & A+ BBB scores

  • 700k+ new businesses formed

START LLC NOW

$39 + State Fees

  • In-house corporate guides

  • Standalone Registered Agent service

  • DIY packages

Learn More

Step 4: File Application for Registration for Rhode Island Foreign LLC

The most important step is to send the application for registration with Rhode Island SOS. Download the PDF form from the Rhode Island Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

filing foreign llc
  • LLC’s full legal name.
  • A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
    • DBA filing method in Rhode Island: two methods, by mail and in person.
    • Online: There is no online filing available
    • Offline: For filing offline in Rhode Island, you must send the accomplished DBA filing form to the Rhode Island Secretary of State, Business Services Division, 148 West River Street, Providence, RI 02904-2615 or drop it off in person at the same address.
    • DBA filing fee in Rhode Island: $50
  • LLC’s principal office and mailing addresses
  • LLC formation state and date.
  • Registered agent’s name and address in Rhode Island.
  • Date when your LLC will start operations in Rhode Island.
  • Credit card information is on the last page of the form for the application fee.

Online Filing

In Rhode Island, filing a foreign LLC online requires submission of an Online Foreign LLC Registration Form. Submit it online after filling it up with the information required. To pay the designated fees and final submission of the form, you might need to register with the SOS portal or log in (if you have already created an account). Read the instructions to file a foreign LLC to know what other documents you need.

Offline Filling

For offline filing of your foreign LLC in Rhode Island, you need to download and submit Foreign LLC Registration Form. The form must be typed and printed. Send the printed copy to the SOS office address at Division of Business Services, 148 W. River Street, Providence, RI 02904 by mail or in person. The fees should be paid by the checks (by mail) payable to the SOS or in cash, checks, and credit cards (in-person).

Foreign LLC Registration Fee in Rhode Island: To start an out-of-state (foreign) LLC in Rhode Island costs $150 for both online and offline filing. You must make the payment by using Credit cards or Debit cards for the online process. For the offline process, you can draft a check payable to the Rhode Island SOS. Also, there are other ways to make offline payments. Contact SOS for details about other payment methods.

The LLC cost in Rhode Island, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Rhode Island’s domestic and foreign LLCs.

Step 5: Determine How Your Rhode Island Foreign LLC is taxed

llc tax

Foreign LLCs are also subjected to the Rhode Island Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Rhode Island for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Rhode Island. However, it is recommended to check with the Rhode Island Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Rhode Island Foreign LLC Online – Quick Recap

  1. Get the Certificate of Good Standing from your home state where your LLC is originally registered
  2. Check if the name of your LLC is available in Rhode Island to use for your foreign LLC. If not, file DBA name with Rhode Island SOS.
  3. Get a registered agent in Rhode Island to represent your foreign LLC in Rhode Island. Recommended, professional help instead of being your own registered agent.
  4. File the Application of Foreign LLC with the Rhode Island Secretary of State following the mentioned method(s) above.
  5. Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Rhode Island with the FinCEN.

After Forming Rhode Island Foreign LLC

Here are added things you need to accomplish after forming your Rhode Island Foreign LLC

  1. Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Rhode Island Department of State.
  2. File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Rhode Island. Here’s everything about Rhode Island LLC Annual Reports.
  3. Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What is an LLC?
A limited liability company (LLC) is a business structure that offers the pass-through taxation of a partnership or sole proprietorship combined with the limited liability protection of a corporation.
Can I form a foreign LLC in Rhode Island?
Yes, you can form a foreign LLC in Rhode Island if your LLC was originally formed in another state or country.
How do I register my foreign LLC in Rhode Island?
To register your foreign LLC in Rhode Island, you will need to file a Foreign Qualification Application with the Rhode Island Secretary of State.
What is the processing time for registering a foreign LLC in Rhode Island?
The processing time for registering a foreign LLC in Rhode Island can vary, but it typically takes a few business days to a few weeks.
Do I need a registered agent for my foreign LLC in Rhode Island?
Yes, you are required to have a registered agent for your foreign LLC in Rhode Island who is a resident of the state or a business entity authorized to do business in Rhode Island.
Can I be my own registered agent for my foreign LLC in Rhode Island?
Yes, you can be your own registered agent for your foreign LLC in Rhode Island as long as you have a physical address in the state where legal documents can be served.
What are the annual fees for maintaining a foreign LLC in Rhode Island?
The annual fees for maintaining a foreign LLC in Rhode Island include the annual report filing fee, which is currently $50.
Do I need to file an annual report for my foreign LLC in Rhode Island?
Yes, you are required to file an annual report for your foreign LLC in Rhode Island by the anniversary date of the LLC’s registration.
Can I convert my foreign LLC to a domestic LLC in Rhode Island?
Yes, you can convert your foreign LLC to a domestic LLC in Rhode Island by filing a Certificate of Conversion with the Rhode Island Secretary of State.
Are foreign LLCs considered domestic or foreign entities in Rhode Island?
Foreign LLCs are considered foreign entities in Rhode Island, even though they may operate business operations within the state.
Can a foreign LLC in Rhode Island open a bank account?
Yes, a foreign LLC in Rhode Island can open a bank account once it has been registered with the Rhode Island Secretary of State and obtained an EIN from the IRS.
Do foreign LLCs in Rhode Island need to collect sales tax?
Foreign LLCs operating in Rhode Island may be required to collect and remit sales tax, depending on the nature of their business activities.
Can a foreign LLC in Rhode Island apply for business licenses and permits?
Yes, a foreign LLC in Rhode Island may be required to apply for specific business licenses and permits to operate legally in the state.
Do foreign LLCs in Rhode Island need to maintain a physical office in the state?
Foreign LLCs in Rhode Island are usually required to maintain a registered office address in the state where legal documents can be served, but it does not have to be a physical office.
How can I dissolve a foreign LLC in Rhode Island?
To dissolve a foreign LLC in Rhode Island, you will need to file Articles of Dissolution with the Rhode Island Secretary of State.
Are there any publication requirements for foreign LLCs in Rhode Island?
Foreign LLCs in Rhode Island are not required to publish any notices or advertisements in newspapers as a part of their registration or ongoing compliance.
Can I change the name of my foreign LLC in Rhode Island?
You can change the name of your foreign LLC in Rhode Island by filing an Amendment to the Foreign LLC Registration with the Rhode Island Secretary of State.
What are the penalties for not registering a foreign LLC in Rhode Island?
Failure to register a foreign LLC in Rhode Island can lead to administrative dissolution by the state and potential fines or penalties.
Can a foreign LLC in Rhode Island own real estate?
Yes, a foreign LLC in Rhode Island can own real estate property in the state, but it may need to comply with additional requirements for holding real property.
Can I operate an e-commerce business with a foreign LLC in Rhode Island?
Yes, you can operate an e-commerce business with a foreign LLC in Rhode Island as long as you comply with all state and local regulations regarding online businesses.
How do I change the registered agent for my foreign LLC in Rhode Island?
To change the registered agent for your foreign LLC in Rhode Island, you will need to file a Statement of Change of Registered Office or Agent with the state.
Can I move my foreign LLC from Rhode Island to another state?
Yes, you can transfer your foreign LLC from Rhode Island to another state by filing the necessary paperwork with the respective state authorities.
Can a foreign LLC in Rhode Island be sued in the state’s court system?
Yes, a foreign LLC in Rhode Island can be sued in the state’s court system if the LLC conducts business operations within the state and is subject to the jurisdiction of Rhode Island courts.
What is the tax treatment for a foreign LLC in Rhode Island?
Foreign LLCs in Rhode Island are generally subject to state and federal income taxes on their business activities conducted within the state.
Can a foreign LLC in Rhode Island apply for grants or loans?
Yes, a foreign LLC in Rhode Island may be eligible to apply for grants or loans through state or federal programs, depending on its business activities and eligibility criteria.
Does a foreign LLC in Rhode Island need to have a business bank account?
Yes, it is recommended for a foreign LLC in Rhode Island to have a separate business bank account to maintain proper financial records and corporate formalities.
Can I operate multiple businesses under a single foreign LLC in Rhode Island?
Yes, you can operate multiple businesses under a single foreign LLC in Rhode Island, as long as they are related to the LLC’s stated purpose and activities.
Can a foreign LLC in Rhode Island hire employees?
Yes, a foreign LLC in Rhode Island can hire employees to work within the state by complying with state and federal employment laws and regulations.
Can a foreign LLC in Rhode Island be the owner of another business entity?
Yes, a foreign LLC in Rhode Island can act as the owner or member of another business entity, such as a corporation, partnership, or another LLC.
What is the process for forming a foreign LLC in Rhode Island?
In Rhode Island, the process for forming a foreign LLC involves submitting a completed foreign LLC application, along with a certificate of good standing from the LLC’s home state.

Also Read

In Conclusion

Having a foreign LLC in Rhode Island is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Rhode Island does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Good Standing to hiring a registered agent in Rhode Island, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Rhode Island can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Rhode Island is a success.

Leave a Comment