How to File a Rhode Island LLC or Corporation Amendment

Every now and then you’re going to have to amend the documents you filed when you started your Rhode Island limited liability company or corporation. Whether you have a hot dog stand, fishing charter, or an oyster bar overlooking Narragansett Bay, you have to remain in compliance with Rhode Island’s business laws and regulations. That means you’ll need to know how to amend Rhode Island Articles of Organization if you run an LLC or your Articles of Amendment if you run a corporation.

Amending your foundation documents is easy, as long as you have the right help. With us as your guide, you can efficiently amend your LLC’s Articles of Organization or your corporation’s Articles of Incorporation quickly and worry-free. If you don’t, your business might not be able to keep up with the others.

Amending a Rhode Island LLC Articles of Organization

If you need to make changes to a Rhode Island corporation, we’ll show you how in this section. But if you need to make changes to a Rhode Island corporation, keep scrolling to the section titled, “Amending a Rhode Island Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Articles of Organization

A document called the Articles of Organization is the formal document that starts your LLC. You don’t have an LLC until you file with the Rhode Island Department of State. You can run a business as a sole proprietorship or partnership without filing Articles of Organization, but you can’t start an LLC without them.

The Articles of Organization for your LLC tell the Department of State and the public about your LLC. Rhode Island’s Limited Liability Company Act spells out the information you need to include in your Articles of Organization. Additionally, the Department of State published a form you can use to set forth your Articles of Organization. The form tells you everything you need to know about filing your Articles of Organization.

The law requires you to include the following information in your Articles of Organization:

• The name of your LLC
• The name and address of the registered agent located in the state of Rhode Island
• A statement that you intend to run the business as a corporation, partnership, or disregarded entity as separate from the members for tax purposes
• The address of the LLC (if known)
• A statement of whether you intend to have a member-managed LLC or a manager who isn’t a member
• The names and addresses of all members of the LLC (if known)
• The names of every person authorized to sign on behalf of the LLC, along with a signature from each of them

You can include additional information about your LLC if you choose to. 

Generally, if you need to make changes to this information, you’ll need to file amendment paperwork.

Step 2: Identify and gather the information you need to amend

Rhode Island LLCs need to file the Articles of Amendment to make changes to their founding documents. But before you dive into the paperwork, you might find it helpful to gather all the information you need to make your desired changes.

In your Articles of Amendment, you’ll need to include a variety of information:

• Your entity ID number
• Name of the LLC
• New name for the LLC (or check mark for no change)
• New principal office address (or check mark for no change)
• Duration of the business (or check mark for no change)
• How the entity’s tax status is changing (if applicable)
• How the management structure is changing, and if so, the name and address of each manager
• Any additional provisions you decide to amend

Having this information on hand can help streamline your filing process.

Why should I update my Articles of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Rhode Island, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

The Department of State won’t issue you a Certificate of Good Standing if your LLC doesn’t comply with state law. The Department of State won’t issue a Certificate of Good Standing if your LLC isn’t in compliance. In Rhode Island, a Certificate of Good Standing is a seal of approval from the government telling everyone who reads it that your LLC complies with the letter of Rhode Island law. You will need a Certificate of Good Standing to apply for a loan or otherwise obtain capital funding from investors. Moreover, you can’t register your LLC as a foreign entity in another state unless you have a Certificate of Good Standing.

Falling out of compliance could have a negative impact on your business. The Department of State could issue fines and monetary penalties against you. You could lose the protections afforded to LLCs by state law. Equally important, you might miss out on the chance to expand your business. 

Step 3: File your amendment with the Secretary of State

Now it’s time to file your paperwork. Rhode Island allows you to file by mail after downloading the Articles of Amendment form, but online filing is preferred. Either way, you’ll need to fill out the form with the information you gathered during step 2 and submit your completed form to the Secretary of State.

At the time of this writing, there’s a $50 filing fee for an amendment. Once the paperwork is processed, your amendment will go into effect.

Amending a Rhode Island Corporation Articles of Incorporation

Need to make changes to a Rhode Island corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Rhode Island, corporations get started by filing the Articles of Incorporation. Technically speaking, a corporation doesn’t even exist until this form is filed. The Articles of Incorporation requests a variety of information about your business, including:

• Name of the corporation
• Total number of shares the corporation can issue
• Par value and classes of shares
• Any limitations on the rights and privileges for the classes of shares (if applicable)
• Name and address of the registered agent
• Any additional provisions you wish to include
• Name and address of each incorporator
• Date your filing is effective
• Contact information for the filer

Generally, if you need to change any of the information you listed on this form, then you’ll need to file an amendment.

Step 2: Identify and gather the information you need to amend

Rhode Island corporations file the Articles of Amendment to make changes to their founding documents. But before you dive into the paperwork process, it can be helpful to gather all of the information you need to make your desired changes.

The Articles of Amendment requires a lot of information, including:

• Your entity ID number
• Name of the corporation
• The date the amendment was adopted
• New business name (if changing)
• Number and classes and values of shares if the shares are changing
• Duration of the business (if changing)
• New business purpose (if changing)
• Any additional changes you’d like to make
• Effective date for the form
• Name, title, and signature of an authorized officer

Having all of this information on hand can help streamline your filing process.

Step 3: File your amendment with the Secretary of State

Now it’s time to file your paperwork. Rhode Island allows you to file by mail after downloading the Articles of Amendment form, but online filing is preferred. Either way, you’ll need to fill out the form with the information you gathered during step 2 and submit your completed form to the Secretary of State.

At the time of this writing, there’s a $50 filing fee for an amendment. Once the paperwork is processed, your amendment will go into effect.

Rhode Island Articles of Amendment vs. Restated Articles

Rhode Island law allows you to file restated Articles of Organization for your LLC or restated Articles of Incorporation for your corporation. Restating the Articles brings all amendments to your LLC or corporation together in one cohesive document.

The Department of State has a form you can use to restate your articles. You can file this form by mailing it to the address listed above. Rhode Island doesn’t accept this form for online filing at this time.

Rhode Island Articles of Amendment vs. Statement of Correction 

Rhode Island uses a Statement of Correction form that allows you to rectify mistakes made in filings. You can only use this form to correct errors such as typographical errors, transcription errors, or other technical errors such as filing a document without a signature from an authorized person. You can’t change the substance of your LLC’s Articles of Organization or your corporation’s Articles of Incorporation by filing a Statement of Correction. You need to mail this form or deliver it personally to the Business Services Division.

We can help keep your Rhode Island business compliant

Running a business is hard. We can make it a little easier. You can relax knowing that your bases are covered when you sign up for our Worry-Free Compliance Service, which includes two yearly amendments in the subscription, or you can choose to use our separate amendment filing service. Either way, we’re in your corner working hard for you.