The Rhode Island LLC operating agreement is a legal document that is used by companies of any size, to set forth the various company procedures, policies, member lists, and responsibilities of members, among other important aspects of the company, to be addressed and agreed upon by managing members.
Although this State does not require implementation of this document, it’s strongly advised that members/owners consider placement of the document, as, until it’s completed and filed, the owners/members could be held financially liable and could find their personal financial accounts, as well as any personal assets, vulnerable to liquidation if claims against their business must be paid. Completion and filing of the document will create a separation between members/owners and their company and shall therefore protect each member’s/owner’s private assets. Additionally, the document will offer tax benefits that would not be available without the filed document.
The owners/members should carefully review the entire document. If any member or owner should find any portion of the document difficult to translate into or understand, the members/owners may elect to employ the assistance of legal counsel to assist with translation of the language into laymen’s terms and/or completion of the document.
Table of Contents
Multi-Member – For use by companies with more than one (1) managing member. The document shall guide the users through the process of establishing written information pertaining to the company and members, so that the information may be properly filed with the State.
Single-Member – For use by a sole proprietor to establish the policies and procedures of their company in preparation for filing with the State.
New LLC filers should ensure that their chosen business name is available for use before formally applying for registration; the Department of State will reject any application that does not have a unique and distinguishable name. By in the State’s business database, you can confirm its availability and uniqueness.
Step 1 – Registered Agent
Each LLC must choose a Registered Agent before commencing the filing process. One of the following must apply in order to qualify as a Registered Agent:
- The agent is a person with legal residence in the State
- The agent is a qualified business operating in the State
The Registered agent will act as a contact for the LLC in the event of service of process or any legal demand to be delivered upon the company.
Step 2 – Articles of Organization/Application for Registration
The next step is the filing of the Articles of Organization (Domestic) or Application for Registration (Foreign). Select your entity type from the following list and complete the subsequent form:
- Domestic – Articles of Organization
- File – Adobe PDF or
- *Foreign – Application for Registration
- File – Adobe PDF (online filing unavailable)
*Be sure to include a current Certificate of Good Standing (or like document) with your Foreign application.
Step 3 – Supply the Fee
A $150 filing fee is required in order for the State to process your application. If filing online, you will be able to pay the fee with your credit card. If submitting your documents through the mail, attach a check made payable to the ‘Rhode Island Department of State’ and send all articles to the following address:
Office of the Secretary of State, Division of Business Services, 148 W. River Street, Providence, Rhode Island 02904-2615
Step 4 – Operating Agreement
It is recommended that each LLC adopts an operating agreement to establish policies for the company as well as outline the working relationships between owners/members. The State has no legal demand for the form, however, it is a major component in creating a suitable operating structure for the LLC.
Step 5 – Employer Identification Number (EIN)
Once you’ve completed your filing with the Rhode Island Department of State, you should immediately acquire an Employer Identification Number (EIN) from the Internal Revenue Service. This number is issued for tax reporting purposes and is used in a similar manner to a Social Security Number. Apply for an EIN by completing the or submit Form SS-4 through the mail.
Step 1 – Download the document and establish the name of the company in the first line of the document.
Step 2 – The Agreement – An effective date must be entered into the line provided, in dd/mm/yyyy format – Submit the following:
- Check an applicable box
- All required information
- Single-Member – A company name and the state where the business is located. As well, submit the owner’s name and business address
- Multi-Member – Members’ names and addresses must be entered into the fields provided
Step 3 – Name and Principal Place of Business – Enter the following:
- The registered company name
- Business address
- The city where the business is located
Read any remaining information. Enter any required information and submit the following:
- The date of the company’s formation (dd/mm/yy)
- Read the information provided within the following titles:
Member Capitol Contributions –
- Check the applicable box
- Single-Members – Review the information
- Multi-Members – Enter each member’s name and their respective contribution
- Check the applicable box
- Single-Members – Review all information
- Multi-Members – Provide the names for all contributing members. Provide Percentage Interests individually
- Review all of the remaining information
Step 4 – Books, Records and Tax Returns –
- Check the appropriate box
- Read all information
Proceed by conducting a review of all following titles:
- Bank Accounts
- Company management
- Check the applicable box
- Single-Member – Read all information
- Multi-Members – Review
- Submit all appropriate limits agreed upon by the members. Enter the limits into the lines contained within the paragraph
Step 5 – Titled Sections – If applicable, check the box and read the following:
- Meetings of Members – Enter a date in dd/mm/yy format, when all members should plan to meet on an annual basis
- Assignment of Interests
- Ownership of Company Property (Sole Owners)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the appropriate box and review all of the information
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Submit a company name and an effective date (dd/mm/yyyy)
- Indemnification (Owners)
Step 6 – Signatures – Enter all of the following:
- The date of execution of the document
- The signature of a company representative
- Members must apply their respective signatures
Once complete, all members must receive a copy of the document for their personal records.