Rhode Island IRA LLC Compliance

Last Verified: January 31, 2026

Why is state compliance important for my IRA LLC?

To maintain the legal protections provided by your IRA LLC structure, you must keep the entity in "Good Standing" with the State of Rhode Island. This requires submitting periodic informational updates to the Secretary of State (SOS) and maintaining tax compliance with the Division of Taxation. Rhode Island is strict regarding its dual-agency requirements; failure to file with both agencies often results in administrative revocation. A revoked entity loses its legal rights to operate, which may freeze your plan’s bank accounts and jeopardize the tax-advantaged status of your retirement assets.

1. What are the annual filing requirements for a Rhode Island IRA LLC?

Rhode Island compliance involves two separate agencies with different filing cycles.

Secretary of State (SOS) - Annual Report

• Primary Filing: Annual Report (Form 632)
• Due Date: May 1st.
• Filing Window: February 1st – May 1st.
• Due date for first year filing: May 1st of the year following the calendar year in which the IRA LLC was formed.
• State Filing Fee: $50.00 (+ $2.50 enhanced access fee if filed online).
• Late Penalty: $25.00 (Assessed if filed after May 1st, specifically applied June 1st).
• Portal: RI Department of State Business Portal

Division of Taxation - Annual tax return

• Primary Filing: Form RI-1065 (Pass-Through Entity Return).
• Due Date: March 15th (15th day of the 3rd month following the close of the tax year).
• State tax fee: $400.00 (Minimum Annual Charge).

2. How do I pay state filing fees for my IRA LLC?

All state-level filing fees for your IRA LLC must be paid directly from the LLC's capital to avoid prohibited transaction violations.

• Online Filing: Use the IRA LLC’s business debit card for immediate processing through the state portal.
• Mail Filing: If submitting by mail, use a physical check issued from the IRA LLC bank account.
• Prohibited Act Warning: Paying operating expenses such as state fees with personal funds is an "Extension of Credit" to your retirement plan and may result in a prohibited transaction.

3. What is the $400 Rhode Island Minimum tax?

Rhode Island is unique in that it imposes a mandatory minimum tax on Limited Liability Companies, separate from the Secretary of State's annual report fee.

• The $400 Rule: Every IRA LLC treated as a pass-through entity (partnership or disregarded entity) must pay an annual charge equal to the minimum corporate tax, which is $400.00.
• Mandatory Filing: You must file Form RI-1065 to remit this payment, even if the IRA LLC had no income or activity during the year.
• Single-Member LLCs: Even if your IRA LLC is a single-member entity (disregarded for federal purposes), Rhode Island still requires the filing of Form RI-1065 and payment of the $400 fee.
• Deadline: This tax return and payment are due by March 15th (for calendar year entities), which is earlier than the Secretary of State's Annual Report deadline.

4. How do I check my IRA LLC status online?

You can verify the current standing of your entity at any time via the Secretary of State’s public database.

• Search Tool: Rhode Island Business Entity Search
• What to look for: Enter your IRA LLC name. The status should reflect "Active".
• Revocation Risk: If your status shows "Revoked," it typically means you missed the Annual Report filing. Note that the SOS may revoke your charter if they receive notice from the Division of Taxation that you are tax delinquent.

5. How do I restore my IRA LLC to "Good Standing"?

If your IRA LLC has been revoked, you must complete the reinstatement process, which requires clearance from the tax department first.

• Step 1: Obtain a Letter of Good Standing (LOGS): You must apply for a Letter of Good Standing from the RI Division of Taxation. This requires paying a $50.00 fee and filing any delinquent tax returns (Form RI-1065) and paying all past-due taxes ($400/year).
• Step 2: Receive the Letter: Processing can take up to 4 weeks. The letter is valid for only 30 days (or up to 60 days in some contexts) for reinstatement purposes.
• Step 3: File Reinstatement with SOS: Once you have the LOGS, submit the Articles of Reinstatement (Form 632) to the Secretary of State.
• Step 4: Pay SOS Fees: You must pay a penalty of $50.00 for each year the LLC was revoked, plus the filing fees for any missing Annual Reports ($50 each).

6. Who is responsible for tracking my IRA LLC's deadlines?

While the State of Rhode Island may send courtesy reminders, it is the sole responsibility of the IRA LLC manager to ensure all filings are submitted by the mandated deadlines.

• Best Practice: Set a personal recurring calendar reminder for February 15th each year. This allows you to address the March 15th tax deadline (Form RI-1065) and the May 1st Annual Report (SOS) well in advance.

7. Who do I contact for Rhode Island support?

• Agency (Reporting): Rhode Island Secretary of State (Business Services)
• Phone: (401) 222-3040
• Address: 148 W. River Street, Providence, RI 02904
• Agency (Taxes): Rhode Island Division of Taxation
• Phone: (401) 574-8941 (Compliance/LOGS)
• Address: One Capitol Hill, Providence, RI 02908

Disclosure

This information is provided for educational purposes only and should not be interpreted as tax, legal, or investment advice. Readers are encouraged to consult a qualified professional who can offer guidance based on their personal situation. Because state regulations, fees, and official portals change frequently, we cannot guarantee the absolute currency or accuracy of this data; always verify active guidelines directly with the appropriate state agency. If you spot a broken link or an outdated filing requirement, please submit a correction request through our help center portal to help us keep this resource sharp.