Rhode Island Certificate of Authority

In this Article:

• How to Get a Certificate of Authority in Rhode Island
• When do you Need a Rhode Island Certificate of Authority?
• Rhode Island Annual Report Requirements

Related: Get a Rhode Island Registered Agent

If your company was not incorporated in Rhode Island, but you wish to do business there, you will need to file an application with the Rhode Island Department of State for a Rhode Island Certificate of Authority.

Acquiring Rhode Island Foreign Qualification allows a company formed in Delaware or any other state to legally transact business in Rhode Island.

Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.

How to Get Authority to Do Business in Rhode Island:

The name of the required Foreign Qualification application differs based on the type of entity you wish to operate in Rhode Island. LLCs file an Application for Registration for a Foreign Limited Liability Company (Form 450), while Corporations file an Application for Certificate of Authority by a Foreign Business Corporation (Form 150).

The fees required with these applications differ as well. The LLC filing carries a fee of $150, while the Corporation filing fee is $310 (or more if the corporation has more than 75 million authorized shares). 

Along with the completed form, in Rhode Island a Certificate of Good Standing is required from your home state, dated within 60 days of your application.

You must also appoint and list a Rhode Island Registered Agent. A Registered Agent must be maintained at all times. We can provide this service at a cost of just $99/year.

Harvard Business Services can assist with your application so you don’t have to deal with the Rhode Island Secretary of State directly. We do charge our own fee for this service, in addition to state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Please contact us for an exact quote.

How Do I Know If I Need a Rhode Island Certificate of Authority?

If your company does or will do business in Rhode Island, but it was not formed in Rhode Island, you will often need to obtain Foreign Qualification. Typically, “doing business” is defined by activities such as maintaining a physical office or having employees in the state.

Rhode Island LLC and corporation law lists several activities that are not classified as transacting business in the state. You will not need a Rhode Island Certificate of Authority to do the following activities:

(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement of the suit or the settlement of claims or disputes.

(2) Holding meetings of its directors or shareholders or carrying on other activities concerning its internal affairs.

(3) Maintaining bank accounts.

(4) Maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities.

(5) Effecting sales through independent contractors.

(6) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance outside of this state before becoming binding contracts.

(7) Creating, as borrower or lender, or acquiring indebtedness or mortgages or other security interests in real or personal property.

(8) Securing or collecting debts or enforcing any rights in property securing the debts.

(9) Transacting any business in interstate commerce.

(10) Conducting an isolated transaction completed within a period of thirty (30) days and not in the course of a number of repeated transactions of like nature.

(11) Acting as a general partner of a limited partnership which has filed a certificate of limited partnership as provided in § 7-13-8 or has registered with the secretary of state as provided in § 7-13-49.

(12) Acting as a member of a limited-liability company which has registered with the secretary of state as provided in § 7-16-49.

[source: http://webserver.rilin.state.ri.us/Statutes/TITLE7/7-1.2/7-1.2-1401.HTM]

This is not an exhaustive list and there may be additional activities that do not constitute doing business.

Keep in mind that even if a Rhode Island Certificate of Authority is not required for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.

Rhode Island Annual Requirements

Once you've acquired Rhode Island Foreign Qualification, you will be required to renew your registration once per year with a one-page annual report, beginning in the calendar following the year in which the business was registered with the state.

The fee is $50 for both LLCs and corporations. Additional fees of $3-5 apply if you file your report online.

Please note that this annual requirement is independent from requirements you may have in Delaware or other states.