Rhode Island LLC Annual Report: Filing Guide, Fees & Deadlines (2026)

Every Rhode Island LLC must file an annual report each year to maintain good standing with the state. The filing period runs from February 1 through May 1, with a $50 filing fee plus a $2.50 enhanced access fee when you file online, and that filing keeps your business compliant and operating legally in the Ocean State.

What Is the Rhode Island LLC Annual Report?

The Rhode Island LLC Annual Report is a mandatory filing that all limited liability companies must submit to the Secretary of State each year. The state describes it as a short, simple form that captures basic information about a business and does not contain financial or ownership information. Form 632 asks for your entity ID number, exact LLC name, NAICS code, a brief description of the business you conduct in Rhode Island, your state of formation, your principal office address, and a mailing address with the name or title of a contact person; the resident agent line is only a confirmation that the information already on record is accurate, and changing the agent requires a separate Form 642. The requirement is established under Rhode Island General Laws Title 7, Chapter 7-16, which governs limited liability companies in the state.

Filing the annual report demonstrates that your LLC remains active and operational in Rhode Island. It allows the state to maintain accurate records of all business entities and ensures that third parties, including customers, vendors, and legal entities, can access current information about your company. The report also serves as a critical compliance checkpoint that helps protect your LLC’s limited liability shield.

Every Rhode Island LLC, regardless of its size, industry, or revenue, must file this annual report. This includes single-member LLCs, multi-member LLCs, domestic LLCs formed in Rhode Island, and foreign LLCs authorized to do business in the state. Even if your LLC had no business activity during the year or operates at a loss, you’re still required to file the annual report to maintain your legal status.

Rhode Island LLC Annual Report: Key Facts at a Glance

Detail	Information
Filing Fee	$50, plus a $2.50 enhanced access fee online ($52.50 total)
Deadline	Between February 1 and May 1 annually
Where to File	Rhode Island Secretary of State
Late Penalty	$25, applied June 1 if the form is not filed by May 31 (plus $3.00 to file online)
Legal Authority	R.I. Gen. Laws § 7-16-66

When Is the Rhode Island LLC Annual Report Due?

Rhode Island LLCs must file their annual report during a specific three-month window that runs from February 1 through May 1 each year. This filing period applies to all LLCs, regardless of when during the year they were formed. The deadline is strict: reports filed after May 1 are late, and the state adds a $25 penalty on June 1 if the form has still not been filed by May 31.

For newly formed LLCs, the first annual report is due during the filing period of the year following formation. For example, if you form your LLC in June 2025, your first annual report would be due between February 1 and May 1, 2026. This means some LLCs may operate for less than a full year before their first report is due, while others formed early in the year might operate for nearly a full year before filing.

The Rhode Island Secretary of State typically sends reminder notices to the registered agent’s address on file, but receiving this notice isn’t required for the filing obligation to apply. It’s the LLC’s responsibility to track this deadline and ensure timely filing, even if no reminder is received. Many business owners set calendar reminders for early February to ensure they don’t miss this critical compliance deadline.

How Much Does the Rhode Island LLC Annual Report Cost?

The Rhode Island LLC annual report filing fee is $50 when submitted on time between February 1 and May 1, and online filers pay a $2.50 enhanced access online fee on top of that, for $52.50 in total. This fee is among the most affordable in New England and hasn’t changed significantly in recent years, making it a predictable expense for business planning purposes. The fee must be paid at the time of filing and can typically be paid by credit card, debit card, or electronic check when filing online; paper filers pay by check made payable to the RI Department of State by mail, or by cash, credit card or check in person.

If you miss the May 1 deadline you still have the rest of May. Rhode Island adds its $25 penalty only if the form is not filed by May 31, and the state’s fee schedule lists it as “$25 applied June 1 (plus $3.00 to file online)”. A report filed from June 1 onward therefore costs $75 on paper — the $50 filing fee plus the $25 penalty — with an extra $3.00 charged to file it online. Filing inside the February 1 to May 1 window avoids the penalty entirely.

For LLCs that fail to file their annual report for an extended period, more serious financial consequences can occur. If your LLC is revoked for non-compliance, the reinstatement process requires paying all missed annual report fees, late fees, and a reinstatement fee of $150. For an LLC that misses filing for multiple years, these costs can quickly accumulate to several hundred dollars, making timely filing the most cost-effective approach.

How to File Your Rhode Island LLC Annual Report: Step-by-Step

Step 1: Gather Required Information

Before beginning your filing, collect all necessary information about your LLC. You’ll need your LLC’s exact legal name, Rhode Island entity ID number, NAICS code, a brief description of the business you conduct in Rhode Island, your state of formation, your current principal office address, and a mailing address with the name or title of a contact person. Form 632 has no fields for members or managers, and it asks you only to confirm that the resident agent information already of record is accurate. Having this information ready will streamline the filing process and help avoid errors that could delay processing.

Step 2: Access the Rhode Island Business Portal

Visit the Rhode Island Secretary of State’s website at sos.ri.gov and navigate to the Business Services division. Look for the online filing system, which is typically accessible through a “File Annual Report” or “Business Filings” link. The online system is available 24/7 during the filing period, making it convenient to file at any time.

Step 3: Search for Your LLC

Enter your LLC’s name or business ID number in the search function to locate your company’s record. Verify that all the information displayed matches your current records. If you notice any discrepancies in your LLC’s basic information, you may need to file amendments before or along with your annual report.

Step 4: Update Your Information

Review and update all information fields as necessary. Common updates include the principal office address, the mailing address and contact person, the NAICS code, and the description of the business you conduct in Rhode Island. Ownership is not part of it: the report contains no financial or ownership information, so there are no member or manager fields. The resident agent line is a confirmation only — if your resident agent has changed you must file Form 642, and Form 642A for a change of registered office. Ensure all addresses use the correct format and include ZIP codes. Double-check that email addresses and phone numbers are current, as these are how the state will contact you if needed.

Step 5: Submit Payment

After reviewing your information for accuracy, proceed to the payment section. The system typically accepts major credit cards, debit cards, and electronic checks. Enter your payment information carefully and verify the amount before submitting. Online filings add a $2.50 enhanced access fee to the $50 filing fee, so expect $52.50 to be displayed before you complete the transaction — plus the $25 penalty and a further $3.00 online charge if you are filing from June 1 onward.

Step 6: Save Your Confirmation

Once your filing is complete, the system will generate a confirmation page and typically send a confirmation email. Save or print this confirmation for your records. This serves as proof of filing and includes important information like your filing date and confirmation number. Store this with your other important LLC documents for future reference.

What Happens If You Don’t File?

Failing to file your Rhode Island LLC annual report triggers a series of increasingly serious consequences. Initially, after the May 1 deadline passes, your report is simply late; if it is still not on file by May 31, a $25 penalty is applied on June 1, increasing your paper filing cost to $75, with $3.00 more to file online. However, the financial penalty is just the beginning of potential problems for non-compliant LLCs.

If your LLC continues to neglect its annual report filing obligation, the RI Department of State starts the revocation process. It issues a 60-day notice to the entity for failure to file a required document, pay a required fee, pay a tax, or maintain its registered agent or registered office, and an entity that fails to respond to that 60-day revocation notice loses its good standing. A revocation is not an official dissolution, which means your business stays liable for taxes and filings with the State of Rhode Island until you legally close it by filing the proper dissolution document with the RI Department of State.

A revoked LLC faces several operational challenges. Banks may freeze business accounts, you may lose the exclusive right to your business name in Rhode Island, and you cannot legally enter into contracts or conduct business as an LLC. To restore your LLC to good standing, you must file for reinstatement, which involves submitting all missed annual reports with late fees, plus paying a $150 reinstatement fee. The reinstatement process can take several weeks, during which your business operations may be significantly impacted.

Frequently Asked Questions

Can I file my Rhode Island LLC annual report before February 1?

No, Rhode Island’s online filing system only accepts annual reports during the designated filing period from February 1 through May 1. The system is programmed to reject early filings, so even if you’re eager to complete this compliance task early in the year, you must wait until the filing window opens. This standardized timing helps the state process all annual reports efficiently and maintains consistent records for all LLCs.

Do I need to file an annual report if my Rhode Island LLC didn’t do any business?

Yes, all Rhode Island LLCs must file annual reports regardless of business activity levels. Even if your LLC had zero revenue, conducted no transactions, or remained completely dormant during the year, the annual report filing requirement still applies. The report maintains your LLC’s legal existence and good standing, which is separate from its business activity. Inactive LLCs that fail to file annual reports face the same penalties and dissolution risks as active businesses.

What information can I change in my annual report?

The Rhode Island LLC annual report allows you to update several key pieces of information, including your principal office address, your mailing address and contact person, your NAICS code, and the description of the business you conduct in Rhode Island. It does not cover ownership: the state describes the annual report as a short, simple form that does not contain financial or ownership information, and Form 632 has no member or manager fields. The resident agent line is only a confirmation that the information of record is accurate, and any change of resident agent requires Form 642, or Form 642A for a change of registered office. You also cannot change your LLC’s legal name through the annual report process. Name changes require filing separate Articles of Amendment with additional fees. If you need to make substantial changes to your LLC’s structure or operating agreement, these also require separate filings beyond the annual report.

Can I file a paper annual report instead of filing online?

Yes. Annual reports can be filed online, by mail, or in person at the Business Services Division at 148 W. River Street, Providence, RI 02904, so paper filing is an ordinary option rather than a special case and you do not need to ask the office for permission. Use the current Form 632; screenshots of the online filing forms will not be accepted as a paper filing. Pay by check made payable to the RI Department of State by mail, or by cash, credit card or check in person. Keep in mind that paper filings typically take longer to process and don’t provide the immediate confirmation that online filing offers.

What’s the difference between the annual report and state taxes?

The Rhode Island LLC annual report is a compliance filing with the Secretary of State that maintains your LLC’s legal status and updates its public information. This is completely separate from any tax obligations your LLC may have with the Rhode Island Division of Taxation. Most LLCs must also file annual tax returns and pay applicable taxes, including the Rhode Island minimum tax of $400 for LLCs. These tax filings have different deadlines, forms, and payment amounts than the annual report. Failing to understand this distinction could result in missing one or both obligations, each carrying its own penalties.

Bottom Line

Filing your Rhode Island LLC annual report is a straightforward but crucial compliance requirement that keeps your business in good standing with the state. With a reasonable $50 fee ($52.50 online, including the $2.50 enhanced access fee) and a generous three-month filing window from February 1 to May 1, Rhode Island makes it relatively easy for LLC owners to meet this obligation. The online filing system streamlines the process, typically taking just 10-15 minutes to complete when you have all your information ready.

Don’t let this simple requirement slip through the cracks and jeopardize your LLC’s legal protections. Set a calendar reminder for early February each year, gather your LLC’s current information, and file promptly through the Rhode Island Secretary of State’s website. The modest time and cost investment in annual compliance far outweighs the significant consequences of revocation and the expensive reinstatement process. By maintaining consistent compliance with your annual report filings, you ensure your Rhode Island LLC remains in good standing and ready to conduct business throughout 2026 and beyond.

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Sources

The fee, deadline, penalty and filing-office facts on this page were checked against the official Rhode Island sources below on 18 September 2026, and corrected where they were out of date. States change fees and deadlines — confirm the current figures at these links before you file.

• www.sos.ri.gov/divisions/business-services/ri-business/file-your-annual-report
• docs.sos.ri.gov/documents/BusinessServices/632-limited-liability-company-annual-report.pdf
• www.sos.ri.gov/divisions/business-services/business-basics/costs-and-fees
• www.sos.ri.gov/divisions/business-services/revoked-entities