Every Rhode Island LLC — including single-member LLCs with no employees and no revenue — owes the state two separate annual filings, to two different agencies. Most owners know about one of them. Plenty find out about the other when a penalty notice or a revocation warning shows up. This checklist covers both, plus the deadlines, the fees, and the traps.
The short version: file your annual report with the RI Department of State between February 1 and May 1 ($50), and file your annual tax return with the RI Division of Taxation — Form RI-1065 for most LLCs, due March 16 in 2026 — with the $400 annual charge. Two agencies, two filings, two fees. Paying one does not cover the other.
Filing #1 — The annual report (RI Department of State): $50, February 1 – May 1
The annual report is a short form that keeps your LLC’s public record current — principal address, registered agent, a brief description of what the business does, and a NAICS code. It contains no financial information. It’s required every calendar year after the year you formed, so an LLC registered in 2025 files its first report in the February–May 2026 window.
- Filing window: February 1 – May 1, every year.
- Fee: $50, plus a $2.50 enhanced-access fee if you file online (still the fastest way — through the Department of State’s online business-filing portal, or paper Form 632 by mail or in person).
- Late penalty: a $25 late fee is applied June 1 (plus $3.00 to file late online). Worse than the fee: an LLC that keeps ignoring the report can be revoked — losing good standing, which surfaces at the worst times (loan applications, license renewals, closing a sale).
- Tips that prevent rejections: list your true principal place of business (not your registered agent’s address), use the current year’s form, and pick the NAICS code that matches your primary business.
- The January letter: the state mails a courtesy reminder each January to your registered agent. If that letter bounces, the state can start revocation proceedings for failure to maintain a registered office — so keep your agent’s address current even in years when nothing else changes.
Filing #2 — The annual tax return (RI Division of Taxation): $400 minimum
Separately from the annual report, every Rhode Island LLC must file an annual return with the Division of Taxation and pay at least the $400 annual charge — even single-member LLCs that are “disregarded” for federal taxes, and even in a year with zero income. Which form and which date depend on how your LLC is taxed federally:
- Pass-through LLC (the default): Form RI-1065, due March 15 — March 16 in 2026, because the 15th falls on a Sunday. Pay the $400 charge with it.
- LLC taxed as an S-Corp: Form RI-1120S, same March 16, 2026 due date, same $400. (Weighing that election? Start with our RI LLC vs. S-Corp guide.)
- LLC taxed as a C-Corp: Form RI-1120C, due April 15 — pay the greater of Rhode Island’s 7% corporate income tax or the $400.
The $400 applies for any year the LLC exists — including the year you form and the year you dissolve, even partial years. That’s the detail that surprises owners who formed an LLC in December “to get ahead of the new year.” For the full breakdown of who owes it, why, and how to pay it, see our companion post on the Rhode Island LLC $400 annual tax.
One more wrinkle: if your LLC has nonresident members, Rhode Island generally requires the LLC to withhold state tax on their share of income (Schedule PTW) — or the entity can elect to pay tax at the entity level instead. That’s worth a conversation before the return is filed, not after.
Your 2026 deadline calendar
| Date (2026) | What’s due | Agency | Cost |
|---|---|---|---|
| February 1 | Annual report window opens | Department of State | $50 (+$2.50 online) |
| March 16 | Form RI-1065 or RI-1120S + $400 annual charge | Division of Taxation | $400 minimum |
| April 15 | Form RI-1120C (LLCs taxed as C-Corps) | Division of Taxation | Greater of 7% tax or $400 |
| May 1 | Annual report deadline | Department of State | — |
| June 1 | $25 late fee applied to unfiled annual reports | Department of State | $25 (+$3 online) |
These are just the LLC-specific dates. If you collect sales tax or run payroll, your calendar is busier — our 2026 Rhode Island tax & payroll deadline calendar puts every date in one place.
The rest of the checklist (as applicable)
- Registered agent — confirm the name and address on file are current. This is a two-minute check in the state’s corporate database that prevents the ugliest failure mode (revocation because a reminder letter bounced).
- Sales tax — if you sell taxable goods or services, your Rhode Island sales tax filings run on their own monthly or quarterly schedule, separate from everything above.
- Payroll accounts — LLCs with employees also owe withholding, UI, and TDI filings. Hiring in 2026? Work through our first-employee checklist first.
- Federal return — the RI-1065 is built from your federal return, which is built from your books. If the books are months behind in February, the whole chain slips — that’s when a catch-up bookkeeping project before filing season saves the March scramble.
What happens if you skip a filing?
The annual report path is predictable: $25 late fee June 1, then eventual revocation of your LLC’s good standing — and a revoked entity has to take extra reinstatement steps (and pay for them) before it can file anything again. The tax side is less forgiving: the $400 charge accrues with the return each year whether or not you file, and unfiled RI-1065s surface exactly when you can least afford them — when a lender, buyer, or the IRS asks for state compliance. If you’re multiple years behind on either filing, don’t guess — the fix is almost always cheaper than owners fear, but it needs to be sequenced correctly.
Frequently asked questions
Is the $50 annual report the same as the $400 LLC fee?
No — this is the single most common point of confusion. The $50 annual report goes to the RI Department of State and keeps your LLC’s registration active. The $400 annual charge goes to the RI Division of Taxation with your annual tax return. Every RI LLC owes both, every year.
When is the Rhode Island LLC annual report due?
The filing window is February 1 through May 1 each year. File online for $52.50 total, or by paper Form 632 for $50. A $25 late fee applies starting June 1.
Does a single-member LLC have to pay the $400 Rhode Island fee?
Yes. Single-member LLCs must file Form RI-1065 and pay the $400 annual charge even though they’re disregarded entities federally — and even in years with no income.
Do I owe the $400 in my LLC’s first year?
Yes. The filing and payment requirements apply for any year the LLC is in existence, including the formation year and the dissolution year — even partial years. (The annual report, by contrast, starts the calendar year after you register.)
What happens if I never filed my RI LLC’s annual reports?
The state applies late fees and can revoke the LLC. A revoked LLC must complete additional reinstatement steps before it can file again. If you’re behind on reports, tax returns, or both, get the sequence right: reinstate with the Department of State, bring the tax filings current, then set up reminders so it doesn’t recur.
Want these filings handled for you?
Tradepoint CFOs keeps Rhode Island LLCs compliant as part of ordinary monthly service — clean books feeding an on-time RI-1065, the $400 paid, the annual report filed inside the window, and a calendar that never depends on your memory. See our tax preparation & planning services and bookkeeping services, or book a free consultation and we’ll tell you exactly where your LLC stands.
This article is general information for Rhode Island small business owners, not tax or legal advice. Fees, forms, and due dates change — confirm current requirements with the RI Department of State and the RI Division of Taxation, or talk with a professional about your specific situation.
by