All 50 states › Rhode Island
If you look up "Rhode Island LLC annual report" you will find a due date and a $50 fee, and you will conclude that Rhode Island is one of the cheap states. The $50 figure is correct — § 7-16-65(13) says so in as many words. It is also less than a ninth of what Rhode Island actually costs an LLC every year, because the annual report is only one of two separate annual obligations, owed to two separate agencies, on two separate calendars.
The second one is the annual charge in § 7-16-67(c)(2): an LLC not treated as a corporation federally "shall pay a fee in an amount equal to the minimum tax imposed upon a corporation under § 44-11-2(e)," filed with the Division of Taxation rather than the Secretary of State. The Division of Taxation states that minimum as $400, and applies it to LLCs, LLPs, LPs and single-member LLCs alike. Miss it and § 7-16-67(e) adds a flat $100.
| Item | Rhode Island LLC |
|---|---|
| What's due (agency 1) | Annual Report to the Secretary of State — principal office name and address, jurisdiction of formation, current mailing address and a named person for communications, and a brief statement of the character of the business actually engaged in in this state (§ 7-16-66(a)) |
| When | Between February 1 and May 1 each year, in each year following the calendar year the articles of organization or foreign registration were filed (§ 7-16-66(a)) — a three-month window, not a single date |
| Information currency | Given as of the date the report is executed (§ 7-16-66(b)) — the same delivery-side rule Maine uses, not New Hampshire's January 1 snapshot |
| Mailing rule | Proof that the report was deposited in the U.S. mail before May 1, sealed, addressed and postage prepaid, "is deemed to be timely filed" (§ 7-16-66(b)) — a genuine mailbox rule, which most states do not give you |
| Fee | $50 for filing the annual report (§ 7-16-65(13)) |
| Late penalty | $25 per year if the report is not filed within 30 days after the deadline (§ 7-16-66(d)) — one of the smallest late penalties in the country |
| What's due (agency 2) | Annual charge to the Division of Taxation with Form RI-1065 — an amount equal to the corporate minimum tax under § 44-11-2(e), stated by the Division as $400 (§ 7-16-67(c)(2)). Delinquent adds $100 (§ 7-16-67(e)) |
| Miss it | Failure to file the report, or failure to pay fees, is a ground for revocation of the certificate of organization (§ 7-16-41(a)(3)) — but only after at least 60 days' notice by regular mail to the resident agent (§ 7-16-41(b)(1)) |
| The cross-agency trap | After July 15 each year the tax administrator may certify a list of LLCs a year behind on the § 7-16-67 fee, and on receipt "the secretary of state may initiate revocation proceedings" (§ 7-16-67.1(a)) |
| Reinstatement | Twenty years from the certificate of revocation, retroactive "as if its certificate of organization … had not been revoked" (§ 7-16-43(a)) |
| Reinstatement cost | All the missed filings, plus $50 for each year or part of a year elapsed since revocation (§ 7-16-43(a)(2)), plus a certificate of good standing from the Division of Taxation (§ 7-16-43(a)(3)) |
Two agencies, two calendars, one entity. EntityMinder tracks each entity's real due dates — report windows, anniversary dates and fixed dates — and reminds you before each one closes, in every state you file in.
Get deadline reminders →Rhode Island's reinstatement window appears to be the longest in the country. § 7-16-43(a) gives the Secretary of State twenty years to withdraw a certificate of revocation and put the company back in good standing retroactively. Set that against Maine's six-year hard stop, North Dakota's single administrative year, or Utah's two, and it reads like the most forgiving statute in the fifty.
The arithmetic says otherwise. Subsection (a)(2) requires "a penalty in the amount of fifty dollars ($50.00) for each year or part of year that has elapsed since the issuance of the certificate of revocation" — a meter that runs on wall-clock time, not on the number of reports you skipped, and that keeps running while you are doing nothing at all. Maine wrote the opposite rule into 31 M.R.S. § 1680(17), capping the annual-report share of a reinstatement at $600 regardless of the delinquency period. Rhode Island has no cap. Twenty years out, the elapsed-time penalty alone is $1,000, before the back reports at $50 each, before the annual charges the Division of Taxation will want cleared to issue the good-standing certificate that (a)(3) makes a condition of the whole thing.
And the name is conditional, not reserved. § 7-16-43(b) is explicit: if in the meantime any other LLC, corporation, nonprofit, LLP or limited partnership — domestic or foreign — has taken, reserved, registered or filed a fictitious-name statement for a name that is the same as yours, the Secretary of State "shall condition the withdrawal of the certificate of revocation on the reinstated limited liability company's amending its articles of organization … so as to designate a name that is not the same as its former name." A twenty-year door with no name protection behind it is a long time for somebody else to walk through it. This is the same structural gap Alaska opens at six months and Maine opens at three years — Rhode Island's is simply the widest version of it in the country.
Most owners who lose a Rhode Island LLC do not lose it over a $50 report. § 7-16-67.1, added in 2017 and amended effective January 1, 2025, lets the tax administrator compile — any time after July 15 — a certified list of every LLC that has failed to pay the § 7-16-67 annual charge for a full year, where the failure is not under appeal. On receipt of that list, the Secretary of State may run the ordinary § 7-16-41 revocation.
Two things follow that are worth holding onto. First, the trigger sits with an agency you may never have corresponded with about your entity's existence — you can be perfectly current on every Secretary of State filing and still be on the list. Second, subsection (c) tells you what the notice will say: it "may state as the basis for revocation that the taxpayer has failed to pay state fees and/or taxes to the division of taxation as required by § 7-16-67," while subsections (b) and (c) otherwise bind the Secretary of State's office to tax-confidentiality law. So the notice names the reason but not the detail — and the detail is the thing you need to fix. Mississippi has the closest analogue, where a Department of Revenue delinquency is its own dissolution ground.
Rhode Island is blunter than most states here, and less generous than Maine or Vermont, both of which write express preservation clauses into their statutes:
If you have already missed one here or elsewhere, the general late-fee → good-standing → revocation → reinstatement sequence is mapped in what happens if you miss an LLC annual report. Rhode Island is the clearest case in the country of a state charging both a report fee and a tax-side annual charge — the difference between the two, and why it matters which agency chases you, is in franchise tax vs. annual report. Every state's due date and fee is in the 50-state deadline lookup.