Forming an LLC in Rhode Island from outside the United States.

A new company created under Rhode Island law is domestic even if its founder lives abroad. Form 400, revised March 2026, costs $150 base. An existing entity formed elsewhere reviews foreign registration and its required supporting documents instead.

Supply an eligible resident agent and Rhode Island street office, not a PO box. The form separately asks for the principal office if determined, intended federal treatment, management structure and authorised-person execution. An article checkbox does not itself make an IRS tax election.

A later effective date may be specified within 90 days of filing. The instructions say successful filings do not produce a mailed confirmation; verify the company record and retrieve the accepted document. Keep the actual effective date and entity identifier under company control.

For a member-managed LLC, Form 400 instructs the filer not to fill the manager chart. For a manager-managed LLC, it calls for managers’ names and addresses if known. The authorised person, resident agent and other filed details also remain public.

The ordinary annual Form 632 asks for company/contact information and an authorised signature, rather than a complete ownership roster. It does not turn the initial manager disclosures into an anonymity guarantee. Keep the private member ledger, contributions, operating agreement and authority evidence accurate.

The report requires the true principal place of business and warns against simply substituting the agent’s address. Changes to the resident agent require the appropriate separate Form 642; checking the report’s agent-information box is not an all-purpose change filing.

The registry report base is $50. As checked October 17, the official report page shows an enhanced-access figure of $2.50 in its table and also text stating an extra $3 online charge. This review does not resolve those into a falsely precise universal online total.

Confirm the amount in the current official transaction before paying. The formation’s electronic charge must also be checked separately rather than copied from the annual-report transaction. Paper base-fee comparisons below explicitly exclude electronic charges.

Agent renewals, the $400 tax charge and professional preparation are separate from both the state report fee and a service provider’s filing fee. Ask for an itemised quote identifying the tax return, registry report, state charges and provider renewals.

Relevant Rhode Island income passed to nonresident owners can require withholding through RI Schedule PTW with the appropriate entity return. The Tax Division lists exceptions and the interaction with an eligible Schedule PTE election; neither route should be assumed without checking owner and income facts.

Keep the $400 annual charge, any entity election, nonresident payments and the owner’s return distinct. A federal disregarded LLC can still have the RI-1065 obligation; disregarded does not mean the state ignores it for every purpose.

Review sales-tax and employer registrations, regulated activity and local requirements where relevant. The guide does not treat an overseas home address, zero distributions or absence of a Rhode Island shop as a blanket cancellation of state duties.

Use SS-4 with the accepted legal name and actual responsible party. If that person has no SSN or ITIN and is ineligible for either, follow the line 7b foreign or N/A instructions. State filing access and a local agent do not automatically establish IRS online eligibility.

Preserve the IRS notice, articles, ownership ledger and agreement/authority records for banking. A bank or payment provider independently checks supported countries, activity and addresses; state approval does not guarantee an account or immigration permission.

A foreign-owned US disregarded entity with reportable related-party transactions generally files Form 5472 with a pro forma Form 1120. Owner contributions and distributions can be reportable. The initial penalty for a required incomplete or missing Form 5472 is $25,000.

Assign bookkeeping, returns and extensions from formation and review different classifications separately. FinCEN currently exempts US-created entities from BOI reporting; that does not remove Rhode Island’s registry report, tax charge, IRS filing duties or bank identity checks.

For a calendar-year ordinary pass-through LLC formed by 1 May, the five-year example is $150 formation + four $50 registry reports + five $400 tax charges = $2,350 at current base rates. One formed after 1 May, such as October 2026, has five reports inside five years: $2,400. Electronic charges, agents, further taxes, licences and support are additional. The first $400 relates to the formation tax year even though its return/payment deadline follows year-end.

When closing, the RI-1065 instructions call for a separate good-standing request for dissolution/withdrawal with the final-return procedure. Follow the current Tax Division and DOS closure steps, rather than assuming a stopped agent subscription removes future tax or report obligations.

Rhode Island can fit actual local business; registration elsewhere does not remove applicable Rhode Island duties. BaseAcross forms Wyoming and Delaware companies. Our alternative-state offer does not include Rhode Island formation, annual reports or tax returns.