Rhode Island LLC Tax Filing Requirements (2026)

Q: What tax return does a Rhode Island LLC file?

It depends on federal classification. A pass-through LLC (single-member or partnership) files Form RI-1065, and members report their share on their personal returns. An LLC that elected to be taxed as a corporation files Form RI-1120C. The federal election drives the Rhode Island form, tax, and deadline.

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

A Rhode Island LLC is taxed federally as a disregarded entity or partnership by default, or as an S-corp by election, and every LLC owes a $400 annual minimum tax to the Rhode Island Division of Taxation whether or not it profits. Pass-through LLCs file Form RI-1065, and each LLC also files an annual report with the Secretary of State.

Quick Answer

Federal default: Disregarded entity (single-member) or partnership (multi-member)
Annual minimum tax: $400 to the RI Division of Taxation, profit or not
Pass-through return: Form RI-1065 (LLC as corporation files RI-1120C)
S-corp election: IRS Form 2553; Rhode Island follows the federal election
Sales tax: Retail sales permit + Form RI-STR if selling taxable goods
Annual report: Filed with the RI Secretary of State (Feb 1 - May 1)

Federal Default Taxation Sets Your Rhode Island Form

Rhode Island does not create a special tax classification for LLCs; it starts from how the IRS classifies the entity. By default, a single-member LLC is a disregarded entity and a multi-member LLC is a partnership. In both cases the LLC's profit passes through to the owners, who report it on their personal returns rather than the business paying a separate federal income tax. An LLC can instead elect to be taxed as a corporation, or as an S corporation, by filing the right IRS form. The election you make federally is what determines which Rhode Island return you file, how much you owe, and when.

This "federal-first" design means the first step in Rhode Island LLC tax planning is deciding your federal classification. Most small LLCs stay with the pass-through default. Some elect S-corporation status once profits are high enough that splitting income between salary and distributions saves self-employment tax. Whatever you choose, Rhode Island layers its own $400 annual minimum tax on top, described next. For the national picture, see business tax and how to form an LLC.

The $400 Annual Minimum Tax

Rhode Island imposes an annual minimum tax of $400 on legal business entities - corporations, LLCs, and limited partnerships - administered by the Rhode Island Division of Taxation. This minimum is owed whether or not the business conducts activity or turns a profit. It functions like a franchise-style tax: the price of having an active Rhode Island entity, regardless of income. A brand-new LLC with no revenue still owes the $400, and a highly profitable LLC pays the greater of the $400 minimum or the tax computed on its income if it is taxed as a corporation.

The $400 minimum tax is paid with the LLC's Rhode Island tax return to the Division of Taxation. It is important to keep this separate in your mind from the Secretary of State's annual report fee, which is a different payment to a different agency. Because the minimum applies even to dormant LLCs, owners who are not actively using an entity should consider formally dissolving it to stop the recurring charge rather than letting it accumulate. Verify the current minimum amount on the Division of Taxation's corporate page before filing, since tax figures can change.

Which Rhode Island Return You File

The federal classification maps to a specific Rhode Island form:

An LLC taxed as a partnership (multi-member default) files Form RI-1065, the pass-through return, and members report their shares on their own returns.
A single-member LLC that is disregarded also files Form RI-1065 for the LLC, and the owner reports the pass-through income on their personal Rhode Island return (Form RI-1040).
An LLC that elected to be taxed as a corporation files Form RI-1120C and pays the Rhode Island corporate income tax (subject to the $400 minimum).

Because the pass-through return carries the entity-level minimum tax and reports each member's share, even an LLC that owes no income tax generally must file. The Division of Taxation publishes the current business tax forms and instructions; download the correct year's form and follow the instructions for your classification. If you are unsure which box you checked with the IRS, review your EIN confirmation and any Form 8832 or Form 2553 you filed. For the entity's setup, see Rhode Island registered agent requirements.

Sales and Use Tax

Income tax and the minimum tax are not the whole picture. If your LLC sells taxable goods or certain services to Rhode Island customers, you must register with the Division of Taxation for a retail sales permit and collect and remit Rhode Island sales and use tax. Rhode Island uses Form RI-STR for sales and use tax returns. Sales tax is a trust tax - money you collect from customers on the state's behalf - so filing and remitting on time matters even more than for income tax, because unremitted sales tax can create personal exposure for responsible parties.

Register for the sales permit before you begin making taxable sales, and file returns on the schedule the Division of Taxation assigns based on your volume. Use tax applies when you buy taxable items for the business without paying Rhode Island sales tax - for example, from an out-of-state seller - and it is reported to the same agency. If your business only provides non-taxable professional services, you may not need a sales permit, but confirm your specific activity. See business licenses for related registrations.

Obligation	Agency	Form / note
Annual minimum tax ($400)	RI Division of Taxation	Paid with the RI tax return
Pass-through income tax return	RI Division of Taxation	Form RI-1065 (or RI-1120C if a corporation)
Owner's personal return	RI Division of Taxation	Form RI-1040 reports pass-through share
Sales & use tax	RI Division of Taxation	Retail sales permit; Form RI-STR
Annual report	RI Secretary of State	Filed Feb 1 - May 1; keeps good standing

Annual Report, Due Dates, and Staying Compliant

Separate from the Division of Taxation, every Rhode Island LLC must file an annual report with the Secretary of State to stay in good standing. The report is filed each year, generally in the February 1 to May 1 window, along with the associated fee, and it confirms the LLC's address, registered agent, and management. Missing the annual report can put the LLC out of good standing and eventually lead to administrative revocation, so calendar it every year.

On the tax side, watch two different deadlines driven by your classification. An LLC treated as a pass-through partnership generally files its Rhode Island return by March 15, while an LLC treated as a corporation or as a single-member LLC reporting on the owner's return generally files by April 15. Put the $400 minimum tax, the correct income tax return, any sales tax filings, and the Secretary of State annual report on one compliance calendar so nothing slips. Compare Rhode Island's approach with other states such as New York or Pennsylvania, and if you are just getting started, the glossary defines pass-through, disregarded entity, and franchise tax.

A few practices keep Rhode Island LLC compliance simple. First, treat the $400 minimum as a fixed annual cost of holding the entity and budget for it even in a slow year. Second, do not confuse the two agencies: the Division of Taxation handles income, minimum, and sales tax, while the Secretary of State handles the annual report and good standing. Third, if you elected S-corporation status, remember you must run reasonable payroll and file the matching returns, not just take distributions. Finally, keep your tax identification details, member list, and registered agent current, because errors there ripple into every filing. When the business is done, dissolve it promptly so the minimum tax stops accruing, and if you are forming a new entity elsewhere, revisit articles of organization for that state.

Frequently Asked Questions

How much is the Rhode Island annual minimum tax for an LLC?

Rhode Island imposes a $400 annual minimum tax on legal business entities, including LLCs, whether or not the business makes a profit. It is paid to the RI Division of Taxation with the entity's return and is separate from the Secretary of State annual report fee.

What tax return does a Rhode Island LLC file?

It depends on federal classification. A pass-through LLC files Form RI-1065, and members report their share on personal returns. An LLC taxed as a corporation files Form RI-1120C. The federal election drives the Rhode Island form, tax, and deadline.

Can a Rhode Island LLC elect S-corp status?

Yes. An LLC can elect S-corporation treatment federally by filing IRS Form 2553. Rhode Island recognizes the federal election, so the LLC is generally a pass-through for state purposes while still owing the $400 annual minimum tax.

When is a Rhode Island LLC tax return due?

For an LLC treated as a pass-through partnership, the Rhode Island return is generally due March 15. For an LLC treated as a corporation or a single-member LLC reporting on the owner's return, the deadline is generally April 15. Confirm current dates.

Does a Rhode Island LLC collect sales tax?

If your LLC sells taxable goods or certain services to Rhode Island customers, you must get a retail sales permit from the RI Division of Taxation and file sales and use tax returns (Form RI-STR). Sales tax is separate from income tax and the minimum tax.

Does a Rhode Island LLC file an annual report?

Yes. Rhode Island LLCs file an annual report with the Secretary of State each year, generally between February 1 and May 1, and pay the fee. It keeps the LLC in good standing and is separate from any tax return filed with the Division of Taxation.

Sources

Rhode Island Division of Taxation - Corporate Tax ($400 annual minimum tax on entities).
Rhode Island Division of Taxation - Resources for Businesses.
Rhode Island Division of Taxation - Business Tax Forms (RI-1065, RI-1120C).
Rhode Island Division of Taxation - Corporate Tax Forms.
Rhode Island Division of Taxation - Sales & Excise Forms (Form RI-STR).
Rhode Island Division of Taxation - Notice 2023-01, LLC Filing Requirements (PDF).
Rhode Island Secretary of State - File Your Annual Report.
Rhode Island Secretary of State - Costs and Fees.
Rhode Island Secretary of State - Pay Your Business Taxes.
IRS - Limited Liability Company (LLC) (default classification).
IRS - Single Member Limited Liability Companies.
IRS - About Form 1065, U.S. Return of Partnership Income.
IRS - About Form 2553, Election by a Small Business Corporation.
IRS - About Form 8832, Entity Classification Election.
IRS - Get an Employer Identification Number.
Cornell Law LII - 26 CFR § 301.7701-3, Classification of certain business entities.

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. Taxes, forms, and due dates change; verify current requirements with the Rhode Island Division of Taxation and the Rhode Island Secretary of State before acting.