How to Amend a Rhode Island Articles of Organization

Every now and then you’re going to have to amend the documents you filed when you started your Rhode Island limited liability company. Whether you have a hot dog stand, fishing charter, or an oyster bar overlooking Narragansett Bay, you have to remain in compliance with Rhode Island’s business laws and regulations. That means you’ll need to know how to amend Rhode Island Articles of Organization if you run an LLC.

Amending the Articles of Organization is easy, as long as you have the right help. With us as your guide, you can efficiently amend your LLC’s Articles of Organization quickly and worry-free. If you don’t, your business might not be able to keep up with the others.

What are Rhode Island Articles of Organization?

A document called the Articles of Organization is the formal document that starts your LLC. You don’t have an LLC until you file with the Rhode Island Department of State. You can run a business as a sole proprietorship or partnership without filing Articles of Organization, but you can’t start an LLC without them.

The Articles of Organization for your LLC tell the Department of State and the public about your LLC. Rhode Island’s Limited Liability Company Act spells out the information you need to include in your Articles of Organization. Additionally, the Department of State published a form you can use to set forth your Articles of Organization. The form tells you everything you need to know about filing your Articles of Organization.

The law requires you to include the following information in your Articles of Organization:

• The name of your LLC
• The name and address of the registered agent located in the state of Rhode Island
• A statement that you intend to run the business as a corporation, partnership, or disregarded entity as separate from the members for tax purposes
• The address of the LLC (if known)
• A statement of whether you intend to have a member-managed LLC or a manager who isn’t a member
• The names and addresses of all members of the LLC (if known)
• The names of every person authorized to sign on behalf of the LLC, along with a signature from each of them

You can include additional information about your LLC if you choose to. 

Sounds easy right? It is in some respects. However, the Department of State will reject your filing if you don’t correctly include the information the statute requires. Therefore, you need to get it right the first time. We can help you do just that. By using our Rhode Island LLC formation service, you can register your entity quickly and easily, with no mistakes. 

Step 1: Determine if you need to change your Rhode Island Articles of Organization 

The law in Rhode Island offers LLCs certain advantages over other registered entities. However, your business isn’t entitled to them unless you file the Articles of Organization with the Department of State’s Business Services Division. You need to update the state, and therefore the public, every time you change a fundamental component of your business.

You might not think that the general public needs to know about the details of your LLC. But even your niche business has to maintain strict compliance with state laws. State law makes you update your business information for a few reasons, most of which have to do with protecting the public. First, you have to keep your information current so the public knows how to contact your business if necessary. Second, the public needs to know who your Rhode Island registered agent is in the event that they need to serve legal documents on you. Finally, having updated information on file with the Department of State allows interested parties to audit your business and ensure compliance with all state and federal laws.

The Department of State won’t issue you a Certificate of Good Standing if your LLC doesn’t comply with state law. The Department of State won’t issue a Certificate of Good Standing if your LLC isn’t in compliance. In Rhode Island, a Certificate of Good Standing is a seal of approval from the government telling everyone who reads it that your LLC complies with the letter of Rhode Island law. You will need a Certificate of Good Standing to apply for a loan or otherwise obtain capital funding from investors. Moreover, you can’t register your LLC as a foreign entity in another state unless you have a Certificate of Good Standing.

Falling out of compliance could have a negative impact on your business. The Department of State could issue fines and monetary penalties against you. You could lose the protections afforded to LLCs by state law. Equally important, you might miss out on the chance to expand your business. 

Step 2: Identify what to change in your Rhode Island Articles of Organization 

Under Rhode Island law, you have an obligation to file Articles of Amendment when you change particular information about your business. You must file an amendment when you change your LLC’s name or if you change your LLC from member-managed to manager-managed or vice versa.

You can amend your LLC’s Articles of Organization as you desire, and you can add to them freely as well. The only limitation is that the amendments must be consistent with state law. 

The form used by the Rhode Island Department of State permits you to amend other information as well. You will need to fill it out completely and include your LLC’s entity ID number before filing it online with the Business Services Division. You need to be specific when making changes to your Articles of Organization. Attaching supporting documents is extremely beneficial to verify you’ve taken the correct steps to amend your founding documents.

Rhode Island requires you to file separate forms if you need to change your registered agent or resident office. 

Step 3: File your Rhode Island LLC amendment 

Online filing is the preferred method for filing amended Articles of Organization. However, you could file them in person with the Department of State’s Business Division located in Providence. You can find the current filing fees on the applicable form. If you would like expedited service, you will need to pay an additional fee.

Want to make this process much easier? By signing up for our Worry-Free Compliance service, which includes up to two amendments each year, you will know that you’ve filed everything you needed to on time and correctly. You can concentrate on your Rhode Island LLC while we guide you to stress-free compliance.

Rhode Island Articles of Amendment vs. Restated Articles of Organization 

Rhode Island law allows you to file restated Articles of Organization for your LLC. Restating the Articles brings all amendments to your LLC together in one cohesive document.

The Department of State has a form you can use to restate your Articles of Organization. You can file this form by mailing it to the address listed above. Rhode Island doesn’t accept this form for online filing at this time.

Rhode Island Articles of Amendment vs. Statement of Correction 

Rhode Island uses a Statement of Correction form that allows you to rectify mistakes made in filings. You can only use this form to correct errors such as typographical errors, transcription errors, or other technical errors such as filing a document without a signature from an authorized person. You can’t change the substance of your LLC’s Articles of Organization by filing a Statement of Correction. You need to mail this form or deliver it personally to the Business Services Division.

Still confused? We will help you fix any mistakes you find in your filings. It’s all part of our Worry-Free Compliance Service.

We can help keep your Rhode Island LLC compliant

Running a business is hard. We can make it a little easier. You can relax knowing that your bases are covered when you sign up for our Worry-Free Compliance Service, which includes two yearly amendments in the subscription, or you can choose to use our separate amendment filing service. Either way, we’re in your corner working hard for you.