If you own an LLC or corporation registered in Rhode Island, you owe the state $400 a year — no matter what. Even if your business made zero revenue. Even if you took zero clients. Even if you forgot the LLC existed. This is one of the most-missed obligations for Rhode Island small business owners, and one of the most common reasons new entrepreneurs end up with surprise state notices in their mailbox. Here is everything you need to know.
What is the Rhode Island $400 minimum tax?
Rhode Island imposes a minimum corporate tax of $400 per year on every active LLC, S-corp, C-corp, and most pass-through entities registered in the state. It applies regardless of profit, regardless of revenue, regardless of whether you actually conducted business during the year. As long as your entity is registered and active with the Rhode Island Department of State, you owe the $400.
The official name is the “minimum business corporation tax.” It is filed via your annual Rhode Island return — RI-1065 for partnerships and multi-member LLCs, RI-1120S for S-corps, or RI-1120 for C-corps.
Who owes it?
- Every LLC registered in Rhode Island, including single-member and multi-member
- Every S-corporation registered in Rhode Island
- Every C-corporation registered in Rhode Island
- Limited partnerships and other pass-through entities in most cases
Who does NOT owe it: Sole proprietors (you have no separate entity), general partnerships without LLC status, and businesses that have been formally dissolved with the Rhode Island Department of State.
When is it due?
The $400 is paid with your annual state return:
- RI-1065 (partnerships, multi-member LLCs) and RI-1120S (S-corps) — Due March 15 (or following business day)
- RI-1120 (C-corps) — Due April 15 (or following business day)
If you file for an extension, you still must pay the $400 by the original due date — only the filing of the return is extended, not the payment.
What happens if you miss it?
The Rhode Island Division of Taxation does not let this slide. If you miss the $400:
- Late filing penalty — typically 5% of the unpaid tax per month, up to 25%
- Late payment penalty — additional charges on top of the filing penalty
- Interest — compounding from the original due date
- Administrative dissolution — if you ignore it long enough, the state can formally dissolve your LLC, which is a much bigger problem to unwind than just paying the $400
The $400 itself is unavoidable. The penalties on top of it are entirely avoidable by filing on time.
Common misconceptions
“My LLC made no money this year. Do I still owe?”
Yes. The $400 minimum applies regardless of revenue or profit. The only way to avoid it is to formally dissolve the entity before the tax year ends — and dissolution itself has paperwork and timing requirements.
“I am a single-member LLC and file as a sole prop on Schedule C. Do I still owe?”
Yes. Federal tax classification (disregarded entity for IRS purposes) does not change Rhode Island’s view. As long as the LLC exists with the Rhode Island Department of State, you owe the $400.
“My LLC is registered in another state but I live in Rhode Island. Do I owe?”
Maybe. If you registered the LLC in Delaware or Wyoming but conduct business in Rhode Island, you may need to register as a foreign LLC in RI — which then makes you subject to the $400. This is one of the most common mistakes we see with new business owners who tried to “save on taxes” by registering elsewhere.
“What about the RI Annual Report?”
Different obligation, but also important. The RI Annual Report for LLCs is due by November 1 each year, with a $50 filing fee. The $400 minimum tax and the annual report are separate — you owe both.
How to plan for the $400
- Set up a tax reserve — put aside $35 per month into a separate account and you will have the $400 plus a buffer ready when your state return is due
- File on time even if you owe nothing else — the $400 is the floor, and filing on time prevents the penalties from stacking
- If you genuinely no longer operate the LLC, formally dissolve it — do not just stop filing. Dissolution closes the obligation; ignoring it just compounds the penalties
- Work with a bookkeeper who tracks state deadlines for you — this is the kind of obligation that is small but easy to miss and expensive when you do
Want help staying on top of RI state obligations?
Tradepoint CFOs handles RI tax compliance for small businesses across Rhode Island — including the $400 minimum, annual reports, sales tax, and full state and federal returns. Schedule a free 30-minute consultation and we will walk through exactly what your entity owes and when.
Related resources
- Tax Preparation & Tax Planning Services
- Monthly Bookkeeping for Rhode Island Small Businesses
- Free 13-Week Cash Flow Forecast Template
Disclaimer: This article is for informational purposes only and is not tax or legal advice. Specific tax obligations depend on your business structure, filing status, and individual circumstances. Verify all deadlines and amounts with the Rhode Island Division of Taxation and consult a tax professional for advice specific to your situation.
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