Rhode Island LLC Operating Agreement (2026)
Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.
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What this document covers
- Formation, name, purpose and registered agent
- Tax classification (default, S corp, C corp)
- Members, contributions and percentage interests
- Capital accounts and additional contributions
- Allocations, distributions and tax distributions
- Member- or manager-managed; voting and major decisions
- Duties, other activities and deadlock (50/50)
- Liability and indemnification
- Transfers, right of first refusal and buy-out events
- Withdrawal, dissolution, Schedule A and spousal consent
Rhode Island rules that this document follows
| LLC statute | Rhode Island Limited Liability Company ActSource: R.I. Gen. Laws § 7-16-1 et seq. |
|---|---|
| Formation document / filing office | Articles of Organization — Rhode Island Department of State |
| 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) |
| Duty-of-loyalty waiver | May be limited only if not manifestly unreasonable; competing activities require disclosureSource: R.I. Gen. Laws §§ 7-16-21 (member voting), 7-16-29 (distributions per contributions), 7-16-37 (charging order) |
| 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 2026-10-27. 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 and percentages — they drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly; two 50/50 members get an automatic deadlock clause.
If you elect S-corporation status, keep every distribution strictly pro rata — a single disproportionate distribution can terminate the election.
Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the Articles of Organization, 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.
Why does it ask whether a member is married?
Rhode Island is not a community-property state, so the question only drives the optional spousal-consent language; it is still wise to have spouses acknowledge the buy-out terms.
Other names
- single member LLC operating agreement
- multi-member operating agreement
- LLC agreement
- company agreement
- LLC bylaws
- limited liability company agreement
- operating agreement template
- member-managed LLC agreement
Related documents
- Commercial Lease Agreement — Rhode Island
- Demand Letter — Rhode Island
- Bill of Sale — Rhode Island
- Promissory Note — Rhode Island
- All Rhode Island forms →
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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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