Discover why amending your Rhode Island Articles of Organization or Articles of Incorporation is essential for compliance and adaptability. Explore our guide below for expert insights.
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 Incorporation 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 fall out of compliance.
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.”
A document called the Articles of Organization is the formal paperwork 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:
You can include additional information about your LLC if you choose to.
If you need to make changes to this information, you may need to file amendment paperwork. However, the following items must be changed with different paperwork:
Resident agent and/or resident office: If you’re changing your resident agent, you’ll need to complete a “Limited Liability Company – Statement of Change of Resident Agent” form and pay a $20 filing fee (as of this writing). If you’re changing your resident agent’s address, you’ll need to instead fill out a “Limited Liability Company – Statement of Change of Resident Office” form. There’s no filing fee for changing your resident agent’s address.
Mailing address: The mailing address can’t be updated through the Articles of Amendment. It must be changed either on an Annual Report or an Amended Annual Report.
Rhode Island LLCs need to file the Articles of Amendment to make changes to their founding documents. But before you begin on 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:
Having this information on hand can help streamline your filing process.
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’re responsible for receiving service of process and other important communications on behalf of your business.
The Department of State won’t issue you a Rhode Island 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 likely 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. Also, you might miss out on the chance to expand your business.
The next step is 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.
Need to make changes to a Rhode Island corporation? We’ll show you how in this section.
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:
Generally, if you need to change any of the information you listed on this form, then you’ll need to file an amendment. However, if you need to change your corporation’s registered agent, you can’t do that with an amendment. You’ll instead need to file a “Business Corporation – Statement of Change of Registered Agent” form online or by paper and pay a $20 filing fee (as of this writing). If you need to change your registered agent’s address, you’ll instead complete a “Business Corporation – State of Change of Registered Office” form. There’s no filing fee for changing the agent’s address.
Rhode Island corporations file the Articles of Amendment to make changes to their founding documents. But before you start 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:
Having all of this information on hand can help streamline your filing process.
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. If you’re increasing your number of authorized shares, there’s an additional $160 fee, bringing the total fee to $210. Once the paperwork is processed, your amendment will go into effect.
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 forms you can use to restate your articles. For an LLC, you can file a “Restated Articles of Organization for a Domestic Limited Liability Company” form, which carries a $50 filing fee. For a corporation, file a “Restated Articles of Incorporation for a Domestic Business Corporation” form, which has a $70 filing fee. Rhode Island doesn’t accept these forms for online filing at this time.
Rhode Island uses a Certificate 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 Certificate of Correction. You need to mail this form or deliver it personally to the Business Services Division. LLCs will use the “Certificate of Correction for a Limited Liability Company” and pay a $50 filing fee. Corporations must complete the “Certificate of Correction – Domestic or Foreign Business Corporation” form, which also has a $50 filing fee.
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.
FAQ
You’re not required to use an attorney to file an amendment. You can amend your Articles of Organization or Articles of Incorporation with our help. However, if you have additional legal questions, then contacting a qualified Rhode Island business lawyer may be the best thing for you and your business.
You must use the designated amendment form when you change your business name, tax designation, membership status, and most information in your original formation document. However, you can’t change your resident/registered agent or their address.
No. However, you can use the Rhode Island annual report to update some information, such as your company’s principal address and business purpose.
You can file your Articles of Amendment in minutes online. The state’s processing time is typically 24 to 48 hours.
Rhode Island’s Business Services Division doesn’t give you a receipt for a successful filing. You can check the online database to be sure that the documents have been duly filed.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
Written by Team ZenBusiness
ZenBusiness has helped people start, run, and grow over 700,000 dream companies. The editorial team at ZenBusiness has over 20 years of collective small business publishing experience and is composed of business formation experts who are dedicated to empowering and educating entrepreneurs about owning a company.
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