Rhode Island LLC Operating Agreement
Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.
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Rhode Island rules that this document follows
| LLC statute | Rhode Island Limited Liability Company ActSource: R.I. Gen. Laws § 7-16-1 et seq. |
|---|---|
| Operating agreement required? | Not required by statute, but strongly recommended (may be oral; written is far safer)Source: R.I. Gen. Laws § 7-16-2(21) (operating agreement may be written or oral) |
| Formation fee | $150.00 |
| Annual report | $50.00 — Annual report due between Feb. 1 and May 1Source: R.I. Gen. Laws § 7-16-66 |
| State LLC / franchise tax | Annual minimum tax $400 for LLCs taxed as pass-throughs (R.I. Gen. Laws § 7-16-67) |
| Charging order exclusive remedy (SMLLC) | unclearSource: R.I. Gen. Laws §§ 7-16-21 (member voting), 7-16-29 (distributions per contributions), 7-16-37 (charging order) |
Rules current as of 2026-09-07. Statutes change; verify before relying on them.
How to use this LLC Operating Agreement in Rhode Island
Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions — the percentages drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly.
Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the articles, EIN letter and annual report receipts.
Frequently asked questions
Is an operating agreement required in Rhode Island?
Not by statute (R.I. Gen. Laws § 7-16-2(21) (operating agreement may be written or oral)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.
What are the ongoing state fees for an LLC in Rhode Island?
Annual/periodic report: $50.00 (Annual report due between Feb. 1 and May 1; R.I. Gen. Laws § 7-16-66). Annual minimum tax $400 for LLCs taxed as pass-throughs (R.I. Gen. Laws § 7-16-67).
Does the operating agreement get filed with the state?
No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy.
Related documents
- Promissory Note — Rhode Island
- Independent Contractor Agreement — Rhode Island
- Non-Disclosure Agreement (NDA) — Rhode Island
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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.
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