Rhode Island LLC Annual Report: Due Date, Fee and Late Penalty

Rhode Island LLC annual report rules at a glance

State fees verified October 2026 and set by the state, not by us. Deadlines, penalties and dissolution rules are Rhode Island's, read from its statutes and the pages of the Rhode Island Department of State; the statutes are cited in the text.

How Rhode Island's annual report works

Rhode Island's annual report is filed with the Department of State's Business Services Division between February 1 and May 1 each year, online (with a $2.50 enhanced access fee, so $52.50) or on paper Form 632 for $50. The window opens later than most fixed-date states, so a January filing is not possible.

The report confirms the principal office, the registered agent, the names and addresses of the managers (or members if member-managed), and a brief description of the business, and it must be signed by an authorized person. Rhode Island also levies a separate $400 minimum annual tax on LLCs through the Division of Taxation, which the report does not cover.

The $25 penalty under R.I. Gen. Laws 7-16-66 applies only if the report is still unfiled on May 31, so Rhode Island gives a month of grace after the May 1 due date; the penalty is per year.

Who files it and what the form asks

Every Rhode Island LLC on the state's active record owes the annual report for each report year, whether or not it did any business; an LLC that has stopped trading still owes it until it files articles of dissolution. A member, manager or someone they authorize signs it, and in practice the owner, the registered agent or the company's accountant files it.

The form confirms what the state already holds: the principal office and mailing address, the registered agent and registered office, and the people who run the LLC, with the Rhode Island-specific fields described above. What matters is that anything that changed during the year is corrected here, because the state sends its notices, including the next year's reminder, to the addresses on the report.

Changing the registered agent is best treated as a separate filing in Rhode Island: the annual report confirms the agent on record, and the state's statement of change names the new one. Owners who switch agents usually file the change first so the report shows the right agent. We can make the switch for you, and the Rhode Island registered agent rules cover who may serve. Every state's change form and fee is in how to change a registered agent.

When the Rhode Island annual report is due

Rhode Island uses one date for every LLC: May 1, every year. The state starts accepting the report on February 1, so the filing window runs from then to the due date, and filing in the first weeks of it is the simplest way never to meet the penalty.

The report is still on time for the penalty through May 31. Rhode Island keeps accepting that year's report, with the penalty, through December 31 of the report year; after that the consequences below take over.

Your first annual report

The first annual report is due May 1 of the year after the LLC was formed: formed any time in 2026, first report by May 1, 2027. Nothing is owed in the formation year itself.

The state fee and the late penalty

The state fee is $50 ($52.50 online). It is set by Rhode Island and published on the state's own schedule; anyone who files for you pays the same amount to the state, and the state fee is shown separately wherever the filing is sold.

Filed late, the report costs $25 more once May 31 has passed, $75 in state charges altogether. The penalty is Rhode Island's, owed to the Rhode Island Department of State, and it is charged whether the report is a day late or six months late.

If you missed the Rhode Island annual report

The Department of State revokes the certificate of organization of an LLC that has not filed, after at least 60 days' mailed notice, with no fixed revocation date. There is no reinstatement filing fee, but reinstatement requires each missed $50 report with its $25 penalty, a $50 penalty for each year or part of a year since revocation, and a $50 Letter of Good Standing from the Division of Taxation, which in turn needs all Rhode Island taxes paid: about $175 in state fees for a single missed year, before any tax.

The ladder is the same everywhere: a late fee where the state has one, then loss of good standing (which blocks a certificate of good standing and the loans, contracts and registrations that need one), then administrative dissolution or revocation, then reinstatement. Our guide to reinstating a dissolved LLC walks through the steps and the state fees in every state, and we file reinstatements. Until the LLC is dissolved, the cheapest fix is almost always to file the report now.

Before you file the Rhode Island annual report

The filing itself takes minutes once the details are to hand; most of the time lost on an annual report is spent hunting for them. Have ready:

• The LLC's Rhode Island file or entity number, as it appears on the articles or on the Rhode Island Department of State business search; no account is needed on the state's portal.
• The registered agent's current name and Rhode Island street address; if the agent has changed, file the change first.
• The principal office and mailing address as they should read for the coming year.
• The names and addresses the Rhode Island form asks for (above), spelled as the state has them.
• A card for the $50 ($52.50 online) state fee, plus the late penalty if the due date has passed.
• The signer's name and capacity: member, manager or authorized person.

Save the state's confirmation when it arrives. It is the proof of filing a bank, a lender or a buyer will ask for, and the date on it is the date the state goes by.

How Rhode Island compares with its neighbors

Rhode Island's annual report is due May 1, with a state fee of $50. Next door:

• Connecticut: an annual report due March 31 ($80 state fee, no late fee).
• Massachusetts: an annual report due the anniversary date of formation ($520 state fee, no late fee).

An LLC registered to do business in more than one of these states owes each state's report on each state's calendar; the formation state's filing never covers a foreign registration, and the due dates rarely line up.