Rhode Island LLC Annual Report and Franchise Tax (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

A Rhode Island LLC files an annual report with the Department of State, Business Services Division, between February 1 and May 1 each year for a $50 fee. Rhode Island has no separate LLC franchise tax, but LLC profit passes through to owners, and nonresident members may face pass-through withholding.

What the Rhode Island Annual Report Is

The Rhode Island annual report is a short status filing that every active LLC must submit to the Department of State through its Business Services Division. It is not an income tax return and it does not calculate tax. Instead, it confirms and updates the identifying details the state keeps on file for your LLC: the company name, the principal office address, the registered agent and registered office, and management or authorized-person information.

The purpose is transparency and reachability. By requiring a yearly confirmation, the state keeps an accurate public record of who stands behind each business and where legal notices can be delivered. Because the report is tied to keeping the entity in good standing, it is a core compliance obligation - lenders, banks, and counterparties often check standing before doing business with an LLC. The report applies to both Rhode-Island-formed (domestic) LLCs and out-of-state (foreign) LLCs registered to do business in the state. For the wider filing picture, see our business tax hub.

It helps to see where the annual report sits among Rhode Island's LLC requirements. When you organize the company, you file Articles of Organization and appoint a registered agent; the annual report is the recurring counterpart that keeps that record accurate year after year. It is authorized by the Rhode Island Limited Liability Company Act, which spells out what current information the state expects each active LLC to confirm. Because the report is a governance and public-record filing rather than a tax measure, its content rarely changes from year to year - most owners simply confirm that the prior year's details are still correct, update anything that changed, and pay the fee.

Fee, Agency, and Filing Method

The filing fee for a Rhode Island LLC annual report is $50, paid to the Business Services Division of the Department of State. The Division is the same office that processes LLC formations and amendments, so your annual report lives alongside your formation record. Rhode Island encourages online filing through its business filing system, where you log in, confirm or update the LLC's information, and pay the fee electronically; paper filing is also available.

Filing online is faster and gives you an immediate confirmation. When you file, take a moment to verify that your registered agent and registered office are still accurate - a lapsed or incorrect agent is a common reason LLCs miss the very notices the report is meant to keep flowing. The $50 is a flat fee that does not vary with your LLC's revenue, which is one reason Rhode Island's ongoing cost of maintaining an LLC is relatively predictable. Keep the filing confirmation with your company records.

The Filing Window and Deadline

Rhode Island uses a fixed annual window rather than an anniversary date. LLC annual reports are accepted between February 1 and May 1 each year, and May 1 is the effective deadline. This means every Rhode Island LLC files in the same spring window, so it is easy to set a recurring reminder. The state typically sends a courtesy notice, but the legal duty to file does not depend on receiving that reminder - which is exactly why a current registered agent matters.

Newly formed LLCs generally begin filing the year after formation, but you should confirm your first-report timing when you organize the company. Because the window is the same every year, building the May 1 deadline into your compliance calendar - next to federal and state tax dates - keeps the report from slipping. If you are also handling an EIN or first-year tax filings, group them so nothing competes for attention at the last minute.

Late Filing, Penalties, and Revocation

Missing the May 1 deadline has escalating consequences. First, the LLC falls out of good standing and the Department of State issues a notice of revocation. If the report remains unfiled after the notice period, the state can move to administratively revoke the LLC's authority to do business. A revoked LLC can lose the practical benefits of its status - it may be unable to obtain a certificate of good standing, bring certain lawsuits, or complete financing until the problem is cured.

The good news is that revocation is usually curable. To be reinstated, the LLC generally files the overdue annual report (and any others that came due), pays the outstanding fees, and satisfies any additional reinstatement requirement the Department of State imposes. Reinstatement restores good standing, but it is far cheaper and less disruptive to simply file on time each spring. Letting an LLC lapse is not a substitute for properly dissolving it - an unwanted LLC should be formally dissolved, not abandoned.

There is a practical liability angle here as well. One of the main reasons owners form an LLC is the limited-liability shield between the business and their personal assets. Allowing the entity to slide into revocation can undercut that protection at the worst possible time, and it complicates routine tasks such as renewing a lease, keeping a business bank account open, or closing on financing - all of which can hinge on a current certificate of good standing. Treating the $50 spring filing as a non-negotiable calendar item is the cheapest insurance available for keeping the LLC's status, and its protections, intact.

Rhode Island Pass-Through Income and State Tax

The annual report is separate from income tax, but Rhode Island LLC owners should understand how the two connect. By default, an LLC's profit passes through to its owners: a single-member LLC is a disregarded entity and a multi-member LLC is taxed as a partnership, so the owners - not the LLC - pay Rhode Island personal income tax on their shares. An LLC may also elect S-corporation treatment federally, which Rhode Island recognizes.

Two state tax points matter for many Rhode Island LLCs. First, where an LLC has nonresident members, Rhode Island can require the entity to withhold and remit tax on those members' Rhode Island-source income - a pass-through withholding obligation administered by the Division of Taxation. Second, if the LLC sells taxable goods, it must register for and collect sales and use tax. Rhode Island does not layer a separate LLC franchise tax on top of these, so for most LLCs the recurring state duties are the $50 annual report plus the owners' income tax and any sales-tax collection. See state business tax for the broader framework.

A quick note on entities that elect corporate treatment: an LLC taxed as a C corporation files a Rhode Island business corporation return and can be subject to the state's minimum corporate tax, which is a different animal from the annual report and applies only when the LLC has chosen corporate status. That distinction trips people up, because "franchise tax" and "minimum tax" get used loosely online. For a default pass-through LLC, none of that applies - the annual report and the owners' personal returns are the whole state-level picture, and the report fee stays a flat $50 regardless of how much the business earned. Keeping the two lanes - report versus tax - clearly separated in your records makes both easier to manage.

Frequently Asked Questions

When is the Rhode Island LLC annual report due?

Rhode Island accepts LLC annual reports between February 1 and May 1 each year. The report is filed with the Department of State, Business Services Division, and the filing fee is $50. Filing outside that window is treated as late.

How much is the Rhode Island annual report fee?

The Rhode Island LLC annual report fee is $50, paid to the Business Services Division of the Department of State. This is a flat filing fee that keeps the LLC in active, good standing; it is not an income tax.

Does Rhode Island have an LLC franchise tax?

Rhode Island does not impose a separate annual LLC franchise tax like some states. The main recurring state obligations are the annual report and income tax on the owners' pass-through profit, plus any sales or withholding taxes that apply.

What happens if I miss the Rhode Island annual report?

A late or missed annual report can lead to a revocation notice and, if it stays unfiled, administrative revocation of the LLC by the Department of State. A revoked LLC loses good standing until it is reinstated by filing the overdue report and fees.

Where do I file the Rhode Island annual report?

You file it with the Rhode Island Department of State, Business Services Division, through its online business filing system. You confirm or update your LLC's registered agent, registered office, and principal office as part of the report.

Does a Rhode Island LLC pay state income tax?

By default the LLC's profit passes through to owners, who pay Rhode Island personal income tax on their share. The LLC may need to make pass-through withholding for nonresident members, and it registers for sales tax if it sells taxable goods.

Related

• Business tax overview (cluster hub)
• Rhode Island LLC tax filing
• S-corp vs LLC
• How to get an EIN
• How to dissolve an LLC
• How to form an LLC in Rhode Island (sibling)
• What is an ITIN

More: registered agents, trademarks, business licenses, DBAs, operating agreements, and the glossary.

Sources

1. Rhode Island Department of State - Business Services Division (LLC filings; good standing).
2. Rhode Island Department of State - Annual Reports (February 1-May 1 window; $50 fee).
3. Rhode Island Department of State - Managing a Business (registered agent; reinstatement).
4. Rhode Island Department of State - Corporate Database / online business search (verify status and file).
5. Rhode Island Division of Taxation - Tax Sections (state tax administration).
6. Rhode Island Division of Taxation - Business Tax (pass-through and business taxes).
7. Rhode Island Division of Taxation - Sales & Use Tax (registration for taxable sales).
8. Rhode Island Division of Taxation - Personal Income Tax (owners' pass-through income).
9. Rhode Island General Laws - Title 7, Chapter 7-16, The Rhode Island Limited Liability Company Act.
10. Rhode Island General Laws - R.I. Gen. Laws § 7-16-66, Annual Report.
11. Rhode Island General Laws - Title 44, Taxation.
12. IRS - Limited Liability Company (LLC) (default federal classification).
13. IRS - Single Member Limited Liability Companies.
14. IRS - About Form 2553, Election by a Small Business Corporation (S-corp election).
15. IRS - Get an Employer Identification Number (free EIN).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Fees, deadlines, and requirements change; verify current rules with the Rhode Island Department of State and the Rhode Island Division of Taxation before acting.