Rhode Island LLC Annual Report: Due Date, Fee and What Happens If You Miss It
Rhode Island LLCs file a Annual Report with the Rhode Island Department of State, Business Services Division, every year. The state fee is $50. File Form 632 and pay $50 between February 1 and May 1 each year; a $25 penalty is added if it is not filed by May 31. An additional $25 is charged if the annual report is not filed by May 31.
How the Annual Report works in Rhode Island
Rhode Island LLCs file Form 632, the Annual Report for a Limited Liability Company, with the Business Services Division of the Department of State. The filing window is fixed for every LLC: February 1 through May 1, with nothing due in the year the LLC was formed. The fee is $50, and an extra $25 penalty applies if the report is still missing by May 31. The form asks for a NAICS code, a description of the business actually conducted in Rhode Island, the principal office, and a contact person, and it is filed under penalty of perjury. A reminder goes to the registered agent before February, not to the owners, which is how many LLCs miss it. The part that surprises people most is separate: every registered LLC owes the RI Division of Taxation at least $400 a year in minimum tax, even with no Rhode Island activity, and an unpaid tax balance later blocks reinstatement.
First report: No report is due in the year the LLC is formed or registered; the first annual report is due between February 1 and May 1 of the following calendar year.
When your Annual Report is due: worked examples
| If the LLC was formed | The report is due |
|---|---|
| March 15, 2026 | May 1, 2027 (first), then every May 1 |
| August 20, 2026 | May 1, 2027 (first), then every May 1 |
| December 5, 2026 | May 1, 2027 (first), then every May 1 |
Next statewide deadline after October 30, 2026: May 1, 2027. If a deadline falls on a weekend or holiday, check whether Rhode Island moves it to the next business day.
If you miss the deadline
- An additional $25 is charged if the annual report is not filed by May 31.
- Failure to file starts revocation proceedings; after written notice the Department of State issues a Certificate of Revocation under R.I. Gen. Laws 7-16-41. Revocation is not dissolution: the LLC keeps owing annual reports and the $400 minimum tax each year while revoked, and may lose its name after one year.
- Fixing a dissolved or forfeited LLC is covered in our Rhode Island LLC reinstatement guide.
How to file the Rhode Island Annual Report
- File online through the Department of State's business filing system, or mail or deliver paper Form 632 with a check payable to RI Department of State to 148 W. River Street, Providence, RI 02904; you need the entity ID number and a six-digit NAICS code.
- What becomes public: All filings are public records. The report shows the NAICS code, a description of the business conducted in Rhode Island, state of formation, principal office address, mailing address and contact person, and confirms the resident agent; it does not include ownership or financial information.
- Filed or paid alongside it: Every LLC registered with the Department of State has filing requirements with the RI Division of Taxation and owes at least a $400 minimum annual tax, even if it did no business in Rhode Island that year.
- Official filing page: file with the state
What Rhode Island charges over five years
| Item | Amount |
|---|---|
| Formation filing fee | $150 |
| Annual Report fees, years 1-5 | $250 |
| State filing fees, five years | $400 |
Counts only the formation fee and the Annual Report fee. Every LLC registered with the Department of State has filing requirements with the RI Division of Taxation and owes at least a $400 minimum annual tax, even if it did no business in Rhode Island that year. Registered agent service, if you use one, typically adds $100 to $300 a year.
Rhode Island compared with nearby states
| State | Filing | Fee | Due | Late fee |
|---|---|---|---|---|
| Rhode Island | Annual Report | $50 | May 1 each year | $25 |
| Massachusetts | Annual Report | $500 | Anniversary date | See rules |
| Connecticut | Annual Report | $80 | March 31 each year | See rules |
Mistakes Rhode Island owners make
- Waiting for a reminder addressed to the owners, when Rhode Island mails the courtesy notice to the registered agent before February 1.
- Treating May 31 as the deadline, when the report is due May 1 and May 31 is only the cutoff before the $25 penalty.
- Assuming an LLC with no Rhode Island activity owes nothing, when the $400 minimum tax to the Division of Taxation still applies every year.
- Leaving the business description blank for an inactive LLC, which the form requires to be completed anyway.
Rhode Island LLC annual report: questions
When is the Rhode Island LLC annual report due?
Every Rhode Island LLC files between February 1 and May 1, regardless of when it was formed. No report is due in the formation year, so an LLC created in 2026 files its first report in the February to May 2027 window. If the report is not filed by May 31, an additional $25 penalty applies.
Do I have to pay Rhode Island tax if my LLC made no money?
Yes. The Department of State notes that every registered entity has filing obligations with the RI Division of Taxation and must pay at least a $400 minimum annual tax, even in a year with no Rhode Island business. This is separate from the $50 annual report fee and is paid to a different agency.
What information does the Rhode Island annual report make public?
All Department of State filings are public records. Form 632 shows the LLC's NAICS code, a description of its Rhode Island business, state of formation, principal office, mailing address, and a contact name or title. It does not ask for owners, members, or financial details.
- sos.ri.gov/divisions/business-services/ri-business/file-your-annual-report
- docs.sos.ri.gov/documents/BusinessServices/632-limited-liability-company-annual-
- sos.ri.gov/divisions/business-services/revoked-entities
- docs.sos.ri.gov/documents/BusinessServices/LLCWithin10.pdf
- webserver.rilegislature.gov/BillText21/HouseText21/H5051.htm
Related: How to start an LLC in Rhode Island · Reinstating a Rhode Island LLC · Annual report fees in every state · LLC costs compared
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Last reviewed October 30, 2026 against the sources listed above. Figures marked † could not be confirmed on an official page; check them with the state before relying on them. General information, not legal or tax advice.