Articles of Organization

In any Rhode Island LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Rhode Island Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization. This information must include:

  • The LLC name
  • The period of the LLC’s duration (this period may be perpetual or for a set amount of time)
  • The purpose of organization
  • A statement whether the LLC is intended to be treated as a partnership, corporation or separate entity for the purpose of federal income tax
  • The name and address of its registered agent in the state
  • The address of the principal office of the LLC if it is determined at the time of organization
  • A statement as to whether the LLC is to be member-manager or manager-managed
  • If the LLC has managers at the time of formation, the name and address of each manager
  • Any other provisions for internal regulations (operating agreement)

Filing

Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State. The filed document must include a signature by one or more persons who need not be a member. A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.

Additionally, Rhode Island LLC formation generally requires inclusion and/or considering of the following:

Operating Agreement

Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.

Membership

A LLC must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements:
  • Procedure for Membership: The member may acquire an interest in the LLC either
    • by majority vote of the members or
    • otherwise in accordance with the operating agreement of the company

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company. Upon withdrawal, a member

  • Is not entitled to receive any distribution
  • Is only entitled to the same rights as an assignee to receive distributions as to the interest
  • Is liable for damages caused by the withdrawal

Contribution

The contributions of a member to the LLC may consist of any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services which a member contributes to a limited liability company in his or her capacity as a member.