Form Your Rhode Island C Corporation
Build the investor-ready structure VCs require — stock, a board, and a cap table — with New England market access from the Ocean State
Filed in Rhode Island
The Ocean State · RI
- State filing fee$230
- Processing time1-2 business days online; longer by mail
- Our formation feeFree (you pay $100 if you choose a paid plan)
- Annual report$50/yr report + $400 min. corporate tax — due Feb 1 - May 1 annually
- State tax rate7% flat corporate income tax
Form your Rhode Island C-Corp — pay only the state filing fee, nothing more.
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Everything to launch your Rhode Island C-Corp
Free formation means you pay only the $230 state filing fee. All core services are included at no extra charge.
Articles of Incorporation filing
We prepare and submit your Articles of Incorporation to the Rhode Island Secretary of State.
Registered agent
Required in Rhode Island — we act as your agent for the first year.
EIN from the IRS
Your federal Tax ID — required to open a US business bank account and file taxes.
Corporate bylaws
Professionally drafted corporate bylaws — defines ownership, voting, and profit splits.
Benefits of forming an C-Corp in Rhode Island
Rhode Island gives C Corporations a compact, investor-friendly base within reach of the Greater Boston venture market, anchored by Brown University, RISD, and a growing innovation ecosystem. A flat 7% state corporate income tax and a $400 annual minimum tax are the trade-off for that New England access at lower cost than Massachusetts or Connecticut.
The structure venture capitalists and institutional investors require to write a check
Issue multiple classes of stock and maintain a clean cap table for priced rounds and SAFEs
Perpetual existence — the corporation survives changes in ownership, directors, and officers
Governed by a board of directors and corporate bylaws that signal investor-grade discipline
QSBS / Section 1202 gain-exclusion benefits may apply to qualifying C-Corp stock
Access to New England markets and the Greater Boston talent pool from Providence
Innovation ecosystem anchored by Brown University and RISD
No publication requirement, unlike some neighboring states
Key features of a Rhode Island C-Corp
- VC- and investor-ready structure with stock, a board, and bylaws
- Perpetual existence independent of founders and shareholders
- Authorized stock and a cap table built for priced rounds and SAFEs
- Potential QSBS / Section 1202 benefits may apply to qualifying stock
- Access to Boston and New England markets from Providence
Major industries in Rhode Island
Form your Rhode Island C-Corp in 6 steps
We handle every step while you stay in the loop. Processing takes 1-2 business days online; longer by mail.
- 01
Choose Your Corporate Name
Your name must include a corporate designator such as 'Corporation,' 'Incorporated,' 'Company,' 'Limited,' or an abbreviation. Check availability through the Rhode Island Secretary of State's business name search.
- 02
Appoint a Registered Agent
Rhode Island requires a registered agent with a physical address in the state to accept legal documents and service of process on behalf of your corporation.
- 03
File Articles of Incorporation
Submit your Articles of Incorporation to the Rhode Island Secretary of State. The filing fee is $230 and online filing typically processes in 1-2 business days; mail is slower. State the number of authorized shares here.
- 04
Adopt Bylaws and Appoint Directors
Hold an organizational meeting to adopt corporate bylaws, appoint your board of directors and officers, and authorize the issuance of stock. Rhode Island requires at least one director.
- 05
Issue Stock and File 83(b) Elections
Issue founder stock and record it on your cap table. If shares are subject to vesting, each holder should file an 83(b) election with the IRS within 30 days of receiving the restricted stock.
- 06
Obtain an EIN and File the Annual Report
Apply for a free EIN from the IRS for banking, payroll, and federal taxes. Rhode Island corporations then file an annual report each year during the February 1 - May 1 window ($50).
Rhode Island C-Corp costs at a glance
Kicker formation is free — you pay only the required state fees. No hidden charges.
Rhode Island C-Corp requirements checklist
Everything you need to form and maintain a Rhode Island C-Corp in 2026.
- File Articles of Incorporation with the RI Secretary of State ($230)
- Appoint a registered agent with a physical Rhode Island address
- Appoint a board of directors (minimum one director) and adopt corporate bylaws
- Issue stock and maintain a cap table of ownership
- Obtain an EIN from the IRS
- File an annual report during the February 1 - May 1 window ($50)
- Pay the $400 annual minimum corporate tax and obtain necessary business licenses
Filing information
- Formation document
- Articles of Incorporation
- Filing agency
- Rhode Island Secretary of State
- Registered agent
- Required
- Corporate bylaws
- Recommended
- EIN
- Required
- Name reservation fee
- $50 (120 days)
Free formation — pay only the state fee
Kicker formation is free. You pay the $230 Rhode Island state filing fee and nothing more for the Starter plan. Optional plans add registered agent, EIN, corporate bylaws, and compliance.
Starter
- Articles of Incorporation filing
- Name availability check
- Digital document delivery
- Formation status tracking
Booster
- Everything in Starter
- Registered agent (required in Rhode Island)
- EIN / Federal Tax ID
- Expedited processing (1–2 days)
- Corporate bylaws
- Priority support
- Kicker Voice — 3-day free trial
- Kicker Pay — free for 15 days
Founder
- Everything in Booster
- Business mailing address
- Bookkeeping — 3 months free
- Dedicated account manager
- Rush processing
- Kicker Voice — 6-day free trial
- Kicker Pay — free for 30 days
Kicker
- Everything in Founder
- ITIN filing & preparation
- Same-day priority processing
- 2nd year annual filing $0
- Kicker Voice 12-day + Kicker Pay 60 days free
Compare all plans on our pricing page.
Rhode Island C-Corp questions, answered
Common questions about forming an C-Corp in Rhode Island. Can't find an answer? Talk to our team.
How much does it cost to incorporate a C Corporation in Rhode Island?
The state filing fee for Articles of Incorporation is $230, paid to the Rhode Island Secretary of State. Ongoing, you pay a $50 annual report fee plus a $400 annual minimum corporate tax.
How long does it take to form a Rhode Island corporation?
Online filings with the Rhode Island Secretary of State are typically processed in 1-2 business days. Filing by mail takes longer.
What ongoing taxes and fees apply to a Rhode Island C Corporation?
Rhode Island levies a 7% flat corporate income tax with a $400 annual minimum tax (payable even at a loss), a $50 annual report fee, and a 7% state sales tax on taxable sales.
How is a C Corporation taxed at the federal level?
A C Corporation pays a flat 21% federal corporate income tax on its profits, and shareholders are taxed again on dividends they receive — the so-called 'double taxation.' This is separate from Rhode Island's 7% state corporate income tax.
Why choose a C Corporation instead of an LLC in Rhode Island?
A C Corporation is the structure venture capitalists and institutional investors require. It issues stock, has a board of directors and bylaws, supports a clean cap table for priced rounds and SAFEs, and has perpetual existence.
What is an 83(b) election and when do I file it?
If your founder or employee stock is subject to vesting, an 83(b) election lets you be taxed on its value at grant rather than as it vests. You must file it with the IRS within 30 days of receiving the restricted stock — the deadline is strict.
Can my Rhode Island C Corporation qualify for QSBS tax benefits?
Qualified Small Business Stock benefits under Section 1202 may apply to qualifying C-Corporation stock and can reduce or exclude tax on a future gain. QSBS rules changed in 2025, so confirm current eligibility and holding requirements with a tax advisor.
Does my Rhode Island corporation have to file a BOI report with FinCEN?
Under FinCEN's March 2025 interim final rule, U.S. domestic corporations and U.S. persons are exempt from Beneficial Ownership Information reporting. Only entities formed abroad and registered to do business in a U.S. state still file.
Rhode Island government filing resources
Filing fees for common C-Corp services
Official Rhode Island state charges for the filings you may need after formation — our service fee is separate, and we confirm the current amount before filing.
$50.00 for both business corporations and LLCs (same fee across entity types).
Fee varies by entity type: for-profit/all other entities $10 base + $0.15 per page.
$5 per document by mail or in person.
Form states Filing Fee: $310.00 minimum (varies with authorized shares).
Learn moreForm states Filing Fee: $50.00 ($210 for an increase in authorized shares) - an increase in authorized shares adds a $160 license fee.
Learn moreFiling fee $20.00 stated on Form 640 (RIGL 7-1.2-502 / 7-1.2-1409).
Learn moreRhode Island does not publish a single flat reinstatement fee or a standardized downloadable reinstatement form for corporations.
Learn moreEverything you need to run your Rhode Island C-Corp
Formation is the first step — stay compliant and operational with these services.
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Ready to form your Rhode Island C-Corp?
Formation is free — you pay only the $230 Rhode Island state filing fee. Personal-asset protection, pass-through taxation, and a complete document package, filed in 1-2 business days online; longer by mail.
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