Rhode Island LLC add member
To grow your team in Rhode Island, you can add a spouse or partner to your LLC. To do this, refer to your operating agreement and follow the procedures accordingly. Learn in detail about how to add a new member to a Rhode Island LLC.
What is an LLC?
Limited Liability Company
LLC is a business entity in the U.S that provides limited liability to its members. It has characteristics from both corporation and sole proprietorship. LLCs are permitted under State statutes of each US state.
Limited liability
Personal assets are protected for people with limited liability when they are sued.
Corporation
A business entity that can issue shares and give limited liability to shareholders.
Members
Owners of an LLC are referred to as members. They own membership interest in the LLC.
Sole proprietorship
Where an individual engages in business activity without formal organization.
Types of LLC
Depends on the number of members and whether it has elected to change its IRS classification.
Single-member LLC
Has only a single member. IRS considers it as a sole proprietorship for tax purposes.
LLC as C-corp
Owners of an LLC are referred to as members. They own membership interest in the LLC.
Multi-member LLC
Has two members. IRS considers it as a partnership for tax purposes.
LLC as S-corp
A special election for a maximum of 100 US shareholders.
Action
Here are step-by-step instructions:
How to add a Rhode Island LLC member?
Follow these steps:
1. Check your operating agreement
If you have an operating agreement, check the procedure for adding a new member. Follow the voting and transfer procedures accordingly.
2. Default Rhode Island provisions
If you do not have an operating agreement, you will have to follow Rhode Island's default rules as mentioned in Rhode Island General Laws § 7-16-36
According to the default provisions, all the existing members of the LLC must give unanimous consent to add a new member.
3. File Annual Report
You can record changes to your LLC members while filing an annual report when it is due. Or if you have already filed the annual report, you can file an amended annual report to submit changes.
4. File an Amendment to the Articles of Organization (optional)
The state does not require you to report the changes through an amendment. However, if you have the names or the number of members in the original articles, you may have to file this amendment.
5. Get EIN if necessary
Some single-member LLCs don’t require an Employer Identification Number (EIN) from the IRS. If you were one of these, now you will require one after you add a new member. If you already had one, you don’t have to do anything now.
6. Update the Responsible party with IRS
If you want the new member to be the responsible party with the IRS, then you have to file Form 8822-B with the IRS within 60 days of the change. However, if you’re not changing the responsible party, you don’t have to file this.
Notify within
60 days
7. Update your operating agreement
Amend your operating agreement to include the names and details of the new member.
Articles of Organization
In Rhode Island, Articles of Organization is the form you file with the Secretary of State to form an LLC. It contains the articles of formation for the LLC.
Filing Articles of Organization
There are a couple of ways to file
Address
Division of Business Services
148 W. River Street
Providence, RI 02904
Online fee
$150
Online processing time
5 - 7 days
Mailing fee
$150
Mail processing time
5 - 7 days
Operating agreement
Operating agreement is an internal business document that outlines the general rules and policies of the LLC.
Importance
It is not a legally mandatory document. However, it is recommended to have one since many courts, banks and financial institutions use it for verification. It is also nice to clearly outline the duties and relations between multiple members of an LLC—so you avoid any confusion in the future.
Format
There is no ‘required’ format for an operating agreement. You can include anything reasonable in it. In general, it has the following sections:
Basic Business information
Contains name, address, names and details of members, purpose
Member relationship
Contains membership interest, decision making process, powers, duties.
Membership transfer
Contains details on how to add or remove members and managers.
Accounting and tax
Contains details on how company records and distributions are maintained.
Dissolution
How to dissolve, wind up and terminate, due process to follow and exceptions.
Entity name
Every LLC should have a unique name in Rhode Island. Rhode Island maintains a list of names of entities in the state. Go through it to check if your chosen name is available.
Search for names
Go to the official website of the Rhode Island corporate database tool to see if the name you want is available.
Searching fee
Free
Reservation
You can reserve a name for your LLC for a specific duration by paying reservation fees to the Rhode Island business portal. You will have to file your LLC formation documents within this period to keep the name. Alternatively, you can directly go ahead with the LLC formation without any reservation. That's fine too.
Reservation fee
$50
Reservation period
120 days
LLC naming guidelines
The name you choose for your LLC must the official naming guidelines.
R.I. Gen. Laws §7-16-9
Visit
Here are some of the guidelines in simple language:
- 1
Shall end with either the words "limited liability company" or the upper or lower case letters "l.l.c." with or without punctuation.
- 2
Don’t include terms that indicate that you are doing an activity that you are not authorised to do.
- 3
Your name should be ‘distinguishable’ in the Secretary of State records. Adding a punctuation or ‘the’ does not make it distinguishable.
- 4
Don’t use words that makes it seems like you are a governmental entity or has an affiliation.
Frequently asked questions
Business entities in Rhode Island
LLC is a flexible choice for small businesses in Rhode Island. However, in order to add more investors and external shareholders, C-corporations are better suited than LLCs.
Rhode Island LLC
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