Rhode Island LLC operating agreement

Fill in a simple operating agreement for your Rhode Island LLC, with one owner or several, and print it to sign. In Rhode Island, you form an LLC by filing the Articles of Organization with the Rhode Island Secretary of State, for $150.

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What the state says

The law: Rhode Island Limited Liability Company Act, R.I. Gen. Laws Chapter 7-16 (R.I. Gen. Laws ch. 7-16). Official source
Is an operating agreement required?: Rhode Island does not require a written operating agreement; the law defines it as any agreement of the members, written or oral (§ 7-16-2). Official source
Where you file, and the fee: Articles of Organization, filed with the Rhode Island Secretary of State: $150. Official source
Ongoing filings: A Rhode Island LLC must file an annual report with the Secretary of State between February 1 and May 1 each year, starting the year after it is formed, for a $50 fee (§ 7-16-66 and § 7-16-65). Official source
Also worth knowing: Separately from the annual report, a Rhode Island LLC that is not taxed as a corporation must file a return with the Division of Taxation and pay an annual charge equal to the minimum tax imposed on a corporation. Official source

Checked against official state sources on November 1, 2026. Fees and rules change, so confirm with the office before you file.

Common questions

Does Rhode Island require an LLC operating agreement?
Rhode Island does not require a written operating agreement; the law defines it as any agreement of the members, written or oral (§ 7-16-2).

How much does it cost to form an LLC in Rhode Island?
The Articles of Organization filed with the Rhode Island Secretary of State costs $150. Check the office's current fee before you file.

Do I file my operating agreement with the Rhode Island Secretary of State?
You file the Articles of Organization to form the company. The operating agreement is generally a private document you keep with your company records, and you show it to a bank or lender when they ask.

Does a Rhode Island LLC have to file an annual report?
A Rhode Island LLC must file an annual report with the Secretary of State between February 1 and May 1 each year, starting the year after it is formed, for a $50 fee (§ 7-16-66 and § 7-16-65).

What law governs a Rhode Island LLC?
The Rhode Island Limited Liability Company Act, R.I. Gen. Laws Chapter 7-16 (R.I. Gen. Laws ch. 7-16). The agreement on this page names it in its governing law clause.

What the form asks for

The company: How many owners; Company name, as filed with the state; State where it is formed; Date this agreement starts; Date the state filed the formation document; Main business address; City; State; ZIP; What the company does.
Owners (members): Name; Address; Put in at the start; Ownership.
Who runs it: Management; Manager's name; Big decisions need; Bank for the company's account.

The wording on the printed document

Formation. The Company was formed by filing its formation document with the ________ filing office on ________. Its main address is ________, ________, ________ ________. It keeps its registered agent and registered office as the state requires, and may change them by filing with the state.

Purpose. The Company may carry on ________, and do anything the law allows that supports it.

Term. The Company continues until it is dissolved under this Agreement or by law.

Limited liability. No Member or manager is personally responsible for the Company's debts just for being a Member or manager, except as the law requires or as that person agrees in writing, such as by a personal guarantee.

Contributions. Each Member has put in what is stated above. No Member has to put in more unless every Member agrees in writing.

Sole member. The Member owns 100% of the Company, receives all of its profits and losses, and decides when to take money out, as long as the Company can still pay its debts when they come due.

Profits and distributions. Profits and losses are shared by ownership percentage. The Company pays distributions, by ownership percentage, when the Members decide to, as long as it can still pay its debts when they come due.

Management. The Member runs the Company and may sign for it.

Management. The Members run the Company. Any Member may sign for it in the ordinary course of business. Ordinary decisions need Members holding over half of the ownership.

Management. ________ (the Manager) runs the day-to-day business and may sign for the Company in the ordinary course of business. The Member or Members may replace the Manager, by the vote needed for big decisions.

Big decisions. These need the approval of ________: selling substantially all the Company's assets, merging, taking on debt outside the ordinary course of business, admitting a new Member, changing this Agreement, and dissolving the Company.

Votes. Members vote by ownership percentage. A decision may be made at a meeting or in writing, including by email.

Money and records. The Company keeps its money in its own account, separate from any Member's, and keeps accurate books. Its tax year is the calendar year unless the law requires otherwise. Each Member may read the books on reasonable notice.

Tax treatment. Unless the Member chooses otherwise, the Company is treated as a disregarded entity for federal income tax.

Tax treatment. Unless the Members choose otherwise, the Company is treated as a partnership for federal income tax.

Transfers. The Member may transfer any or all of the Member's interest. If the Member dies, the Member's estate or heirs may continue the Company.

Transfers. A Member may not transfer an interest without the written approval of the other Members. If a Member dies or leaves, the remaining Members decide within 90 days whether the Company buys that interest at a fair value they agree on, or continues with the Member's successor holding only the right to distributions.

Dissolution. The Company dissolves when the Member or Members decide to, or as the law requires. It then pays its debts, and anything left goes to the Member or Members by ownership percentage.

Protection. The Company covers a Member or manager for losses from acting in good faith for the Company, to the extent the law allows and not for fraud or willful misconduct.

General. This is the whole agreement among the Members about the Company. Changes must be in writing and signed by the Members. If a part cannot be enforced, the rest stands. This Agreement is governed by ________.

This is a general template, not legal advice. Check with an attorney for your situation.

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