Rhode Island LLC Operating Agreement Template [PDF]

The Rhode Island limited liability company (LLC) operating agreement is a legal document that outlines the rules regarding business management and internal operations in the company.

The LLC operating agreement, or business operating agreement, also records the capital contributions of each member of the company and their percentage of ownership interests in the company.

The members can draft the operating agreement and insert any provisions as long as they are in line with federal and state laws.

Is an Operating Agreement Required in Rhode Island?

No, the operating agreement is not a required document in Rhode Island. Regardless, many parties still decide to make an operating agreement and optimize the operation of their company.

4 Main Types of Operating Agreements

In Rhode Island, you have four main types of operating agreements you can choose to draft for your LLC:

Types of Operating Agreements

Single-member LLC operating agreement: Used in companies with only one member. It is less complex in form since it only includes provisions about the operation of the company without regulating the relationship between the members.
Multi-member LLC operating agreement: Used when there are two or more members of the LLC. It determines each member’s rights and duties in the company.
Member-managed LLC operating agreement: When members decide to personally manage the limited liability company, the operating agreement then provides the managerial rights and duties of each member.
Manager-managed LLC operating agreement: This document outlines managerial rights and duties in case the members of the LLC decide to delegate the management of the company to a professional manager.

Laws and Legal Requirements for LLC Operating Agreements in Rhode Island

Chapter 7–16 of the Rhode Island Statutes, also called The Rhode Island Limited Liability Company Act, regulate the status of LLCs in Rhode Island.

Moreover, Section 7-16-22 regulates the status of operating agreements in Rhode Island.

Section 7-16-2 (23) provides a definition of the operating agreement as follows:

“‘Operating agreement’ means any agreement, written or oral, of the members as to the affairs of a limited-liability company and the conduct of its business. An operating agreement also includes a document adopted by the sole member of a limited-liability company that has only one member and may include as a party one or more managers who are not members.”

How to Form a Limited Liability Company (LLC) in Rhode Island

The easiest way to form a limited liability company in Rhode Island is by following the steps below:

How to Form a LLC in Rhode Island

#1. Choose a Business Name For Your LLC

Before you submit your application for registering the LLC, you should choose a business name. It should be distinguishable from other business names registered in Rhode Island.

The best way to check if your business name is distinguishable is to do a business name search in the Secretary of State database.

#2. Choose the Type of LLC

You can choose between two main types of LLCs:

Domestic LLC: These are the companies that are both established and registered in Rhode Island.
Foreign LLC: These companies are initially established outside Rhode Island but are also registered in Rhode Island due to their business expansion there.

#3. Nominate an Agent

Here, you should nominate an agent that will be the official point of contact between the LLC and third parties. It must be an individual with a registered address in Rhode Island or an entity with the authority to operate in Rhode Island.

#4. File the Formation Documents

For domestic LLCs, you must submit the Articles of Organization. You can submit it online or by filling out Form 400.

For foreign LLCs, you must submit the Application for Registration. You can complete this document by filling out Form 450. Additionally, for foreign LLCs, you should also submit the Certificate of Good Standing.

#5. Pay the Required Fee

The application fee is $150. If you are applying online, you will be able to pay the fee using your credit or debit card. If you are applying via mail, you should write a check, attach it to the application documents, and send it to the following address:

Office of the Secretary of State, Division of Business Services, 148 W. River Street, Providence, Rhode Island, 02904-2615

#6. Create your LLC Operating Agreement

After registering your LLC, you should create an operating agreement and optimize all the processes inside the company.

#7. Apply For an Employer Identification Number (EIN)

You should also apply for the EIN if you want to open a company bank account or hire employees. This number can be obtained online or by filling out Form SS-4.