Rhode Island

The chosen name must be distinguishable from any other registered Rhode Island business entity and any reserved names on record, subject to certain exceptions under state law or a written consent is obtained from the author of such name. It must not contain language stating or implying that it is organized for a purpose other than that permitted by state law and its articles of incorporation. It must contain the word "Corporation," "Company," "Incorporated," "Limited," or an abbreviation thereof. The use of any type of punctuation in the name is not permitted.

The Articles of Incorporation must be filed with the Rhode Island Secretary of State and should include details of the incorporators including name and address, the specific purpose for which the corporation is formed, details of directors including name and address, number of shares the corporation is authorized to issue, the duration of the corporation which may be perpetual, pre-emptive shareholder rights if any, Any provisions managing the business and regulating the affairs of the corporation, limitations on a director's or officer's liability for money damages to the corporation or its shareholders in certain situations, the address of its initial registered office, and the name of its initial registered agent at the address, the number of initial directors or if none, the titles of the initial officers and the names and addresses of any persons to serve as initial directors and officers, the date the corporation's existence begins, if later than the date of incorporation.

There should be a minimum of one or more incorporator and director. Any person or entity can be an incorporator. The Articles of Incorporation or bylaws may prescribe qualifications for directors. Officers may be listed in the bylaws or elected by the board of directors. Any officer may hold more than one office in the corporation.

The Articles of Incorporation must mention the par value of shares or a statement that the shares are to be without a par value must be provided in the case of corporations authorized to issue only one class of shares. For corporations authorized to issue more than one class of stock, it is necessary to provide the number of shares to have par value and the par value of those shares; or a statement that the shares are to be without a par value and a statement of information that includes the designations and rights of each class and the authority of the board to vote.

The incorporators or board of directors must adopt the initial bylaws. Bylaws should be made to manage the corporation's business and to conduct the corporation's affairs. A corporation should maintain its bylaws at its principal office and is not required to file them with the state. The stock transfer ledger must be kept at the principal office of the corporation. The corporation must have a registered agent designated to receive official state correspondence and notice if the corporation is to be served with a law suit. The registered agent must have a physical street address within the state and a business office identical to the registered office and must be either an individual residing in the state or a corporation with authority to transact business in the state.

The Annual Report must be filed with the Rhode Island Secretary of State between January 1 and March 1 of each year, except for the year of incorporation. The report must be current as of the date the report is executed and it must include the corporation's name and its state or country of incorporation, the nature of the business in which the corporation is actually engaged in the Rhode Island, the names and respective addresses of the directors and officers of the corporation, the aggregate number of shares which the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class and the aggregate number of issued shares, itemized by classes, par value of shares, shares without par value, and series, if any, within a class. The Secretary of State may require additional information from time to time.

The State of Rhode Island recognizes S corporations and a separate state election from the federal election is not required. S corporations however are still subject to the franchise tax.

Rhode Island Corporations whether a C or S corporation have to file the Corporate Tax Return, Form RI-1120C and RI-1120S annually. The amount of tax is dependent on a number of factors. There is no minimum tax but a minimum Franchise Tax of $250.00 is due annually.

A Rhode Island LLC has to file as either a corporation or a partnership dependent on the election made on the SS-4. Employers are expected to withhold state income tax as Rhode Island maintains an individual income tax .The general sales and use tax is 7%.