Rhode Island Corporation Foreign Qualification

What is a Rhode Island Foreign Corporation?

A foreign Rhode Island Corporation is an INC originally formed in another state that registers to do business in Rhode Island. The process of registering a foreign Corporation in Rhode Island is called foreign qualification. Foreign qualification is used to register a foreign company so that it may transact business in the state of Rhode Island. There are a few requirements when filing an application for registration in Rhode Island.

 

How to Register A Foreign Corporation in Rhode Island

Foreign Corporation Requirements

  1. Corporation Name
  2. Jurisdiction
  3. Registered Office
  4. Purpose
  5. Officers/Directors
  6. Shares
  7. Estimates
  8. Good Standing

Corporation Name

The name of the Foreign Corporation will be listed on the Application for Certificate of Authority in Rhode Island. A different name can be used if the original name is not available in Rhode Island.

Jurisdiction

The place of original incorporation, the date of incorporation and the period of duration in the Corporation’s domestic jurisdiction is required on the application.

Registered Office

The Registered Office address located in Rhode Island, not a PO Box, and the Registered Agent name located in Rhode Island for your Corporation is mandatory information.

Purpose

A brief description of the purpose or purposes which it proposes to pursue in the transaction of business in Rhode Island will be recorded on the application.

Officers/Directors

Name and addresses for the Officers and the Directors are to be listed. These names are people that govern the Foreign Corporation under the formation laws in which it was birthed.

Shares

An itemized list of authorized stock the Corporation has the right to issue will be listed. Number of shares, class, series and par value will be described.

Estimates

Financial estimates for the following year will be asked. The subjects are property value and gross transactions both in and out of Rhode Island.

Good Standing

A Certificate of Good Standing for the Foreign Corporation’s domestic land will accompany the application in Rhode Island.

 

Rhode Island Corporation Foreign Qualification Information

Steps to Rhode Island Corporation Foreign Qualification:

  1. Choosing a Name to Use in Rhode Island. You must decide upon a name for your foreign corporation to use in Rhode Island. If your legal name is available, you can register it for use, but if the name is already registered to another business entity in the State, you will need to select a different name. You can check for availability by doing a RI business name search.
  2. Filing an Application for Certificate of Authority. The registration document you need to file is an Application for Certificate of Authority. This is submitted to the Division of Business Services. This cannot be filed online. You must submit a paper copy. There is a minimum filing fee of $310. Checks should be made payable to: Rhode Island Secretary of State.You must include with this filing a Certificate of Good Standing from your home state.
  3. Processing. Typical processing with the Division of Business Services is five business days. There is no expedite option. Once the document is processed, a Certificate of Authority will be issued and sent to your corporation.

 

Rhode Island Foreign Corporation Qualification Quick Facts

 

How is the Foreign Corporation Registration Fee Calculated?

The minimum filing fee is set at $310 for all foreign corporations that have less than 75,000,000 authorized shares of stock. For foreign corporations with more than 75,000,000 shares of authorized stock, you will need to contact the Division of Business Services to calculate the proper licensing fee. The DBS can be reached at 401-222-3040.

 

Do I Have to File a Fictitious Business Name?

No. Not if the legal name of your corporation is distinguishable from all other entities already registered in Rhode Island, and your company name adheres to the appropriate state laws. The name of your corporation must include the word: Corporation, Company, Incorporated, or Limited, or an abbreviation of one of those words.

If your company name does not adhere to the state statutes or is already in use by another entity, then you will need to register a Fictitious Business Name. When filing a FBN, you must include a Fictitious Business Name Statement and pay the additional filing fee of $50.

 

Rhode Island Registered Agent

To qualify a foreign corporation in Rhode Island, you will be required to appoint a Rhode Island registered agent. You make the designation on the Application for Certificate of Authority.

All registered agents must fulfill the following: maintain a registered office within the State (must be a physical location, not a post office box); keep regular business hours throughout the year; accept service of process and official business mail on behalf of clients; contact clients when documents are accepted and forward all documents to clients in a timely manner.

 

Submitting a Rhode Island Corporation Annual Report

All corporations that have formed or qualified in the state must submit an Annual Report each year between January 1 and March 1. The filing fee is $50. Failure to file during the reporting period will result in a $25 late fee. Continued failure to file an Annual Report will result in the revocation of your authority to do business in Rhode Island.

Annual Reports can be filed online.

 

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