Rhode Island Requirements

Most foreign entities that conduct business in RI must register with the RI Department of State, Business Services Division. This section will help you determine if registration is required.

Exceptions to Registration

If your business activity in RI qualifies as an exception, you may not have to register. The Business Services Division can’t determine for you if your entity meets one or more of RI’s statutory exceptions.  This legal determination must be made by your entity and its legal counsel.

To get started, review the RI statute that applies to your entity type:

  • Foreign Limited Liability Company (LLC) - R.I. Gen. Laws § 7-16-54
  • Foreign Business Corporations - R.I. Gen. Laws § 7-1.2-1401
  • Foreign Limited Partnership (LP)  - R.I. Gen. Laws § 7-13.1-1005
  • Foreign Limited Liability Partnership (LLP) - R.I. Gen. Laws § 7-12.1-1005
Establishing Nexus

In general terms, “nexus” means that a business has sufficient connection or presence in RI for the state to have taxing authority. A foreign entity is subject to RI tax if it conducts business in RI and has income apportionable to RI.

To determine if your entity has established nexus in RI, refer to the RI Department of Revenue, Division of Taxation’s regulation regarding Nexus.