Rhode Island Secretary of State

Corporations and LLC filings are handled by the Corporations Division ("the Division"), Secretary of State, 100 North Main Street, Providence, RI 02903

The Division has the primary responsibility for examining, processing, and maintaining legal documents that affect the existence, structure or authority of the following entities doing business in the state: domestic, non-profit and foreign corporations, limited partnerships,limited liability companies, and limited liability partnerships.

In addition to ensuring uniform compliance with the statutes governing the creation of these entities, the Division also records information on these entities and provides access to that material which is deemed to be a public record. The Division acts in an administrative capacity only and cautions that it "cannot render legal advice. If you have questions on which type of entity may be best for the formation of your particular business, you may wish to consult a qualified tax consultant or attorney for advice and guidance."

Here, as is the case in most states, the question is what to put in the articles and what to reserve for the bylaws (or for the operating agreement in the case of a limited liability company). While there is no hard and fast rule on this question, the fact that amendments to the articles must be filed with the state (incurring additional costs) is an argument in favor of deferring as much as possible of the optional provisions for the bylaws (or the operating agreement), rather than putting those optional provisions in the articles. (In this regard, corporate amendments are required in general, but not limited to, change in name, period of duration, corporate purpose, increase or decrease in authorized shares, change in par value of authorized shares, and the addition or deletion of internal provisions.

Limited Liability Company amendments are required (in general, but not limited to, change in name, change in managers or internal structure, change in duration, and the addition or deletion of internal provisions or "other matters.") On the other hand, where there are multiple participants in the company, including those optional provisions in the articles can provide a measure of security to the minority participants.

For matters not unique to this state, but common to many states, see common concerns.