How to Form an S Corporation in Rhode Island


S corporations are a type of corporation that allows the owner to avoid double taxation on business profits and losses. A corporation is a legal entity that allows one or more people to organize their business as an independent legal entity. The corporation can operate as a sole proprietorship, partnership or other business structure. The S Corporation has one major advantage over other corporate structures: it can pass through its profits and losses to shareholders without being taxed twice—once at the corporate level and again when distributed to individual shareholders through dividends. This means that if you form an S Corporation in Rhode Island, you won’t have to pay state income tax on any profits left after paying expenses for your company!

File Articles of Incorporation

  • A corporation is a business that provides goods and services to make money.
  • The Secretary of State’s office (the Rhode Island Secretary of State) will require you to file your Articles of Incorporation for a Corporation with them, which allows you to become a corporation in state law.
  • You must pay a filing fee when filing articles of incorporation; these fees vary depending on the type of business entity you select when applying for your S-Corp status and other factors such as the number of shareholders involved in the company at its inception, but they typically cost around $100 per year plus additional per item fees if needed (for example, if you need an annual report from them). If there are multiple shareholders then each one will need their own individual registration as well; this also costs less than $100 but varies greatly depending upon how many people are partaking in this process at once so it is best just asking someone who knows what they’re doing.
  • Once approved by Rhode Island officials then all documents related specifically towards starting up any new company will be mailed directly back home.

Hold an Organizational Meeting

You should hold an organizational meeting where you elect directors and approve bylaws. The meeting must be held in person, but it can take place anywhere the corporation conducts business.

In the minutes of this first meeting, record:

  • The date of the corporation’s formation;
  • Who was present at the meeting;
  • Whether a quorum existed (a quorum is determined by your state);
  • Who was elected a director;
  • Who was elected as secretary or treasurer;
  • Any other actions taken such as approving bylaws and minutes from previous meetings

Issue Stock Certificates

Once you have completed the steps above, you have to issue stock certificates to your shareholders. This means that if you have more than one shareholder and are planning on having more than one in the future, make sure that each of them has their own individual certificate for each share of stock they own. It is also recommended that both the corporate name and address be listed on each certificate; this way, if someone buys or gets a hold of one of these certificates, they’ll know exactly what company issued it and where they can go if they need any further information or help with any issues related to their ownership.

Prepare Minutes from your Organizational Meeting

It’s important not to forget the details of your organizational meeting. The minutes should include:

  • The date and place of the meeting.
  • The names of all people who attended the meeting, including both directors and shareholders.
  • A summary of what happened at the meeting, including any resolutions that were passed by unanimous consent or a majority vote (if applicable), any minutes from previous meetings that were approved, and a record of any resolutions that were passed without unanimous consent or majority vote (if applicable).

The organizer should sign these notes after they are written down in order to verify their accuracy.

Obtain an Employer Identification Number (EIN)

You’ll need a nine-digit EIN to form an S corporation in Rhode Island, and you can get one by filling out Form SS-4 and submitting it to the IRS. The form asks for your name, address, contact information, and other personal details about yourself, but it’s all fairly straightforward information that relates directly back to your business entity as well as its tax accounts. You will also need to provide documentation proving that you are legally allowed to conduct business in Rhode Island; this could include articles of incorporation if you have them already (or if you’re incorporating) or existing business licenses if they’re available.

Create a Corporate Binder or Notebook for Official Documents

  • Create a corporate binder or notebook for official documents, such as your bylaws, operating agreement and meeting minutes.
  • Keep all records in one place. This will help you stay organized and find information quickly if you need it later on. It’s also important that the other members of your company can access these documents if necessary.
  • Keep it up to date. As soon as there’s an official change made to anything in the corporation, make sure to update the notebook accordingly so everyone is on board with what needs to be done next (or has already been done).


If you’re looking for a way to minimize the taxes your business pays, an S corporation might be a good choice. The process is simple, and it doesn’t require you to make any major changes in your company’s operations or structure. However, it does require some preparation up front so that you can file the appropriate paperwork with the state and federal government.

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