RI registered agent
Rhode Island registered agent service, $3.50 a year
Rhode Island requires every corporation and LLC on its books to keep a registered agent at a real address in the state. Here is what Rhode Island law says about who that agent has to be and where it has to be.
What Rhode Island requires of a registered agent
The requirement
Each corporation must continuously maintain a registered office and a registered agent, who may be an individual RI resident, or a domestic (or authorized foreign) corporation, LP, LLP, or LLC, in each case having a business office identical with the registered agent's office that is generally open during normal business hours to accept service of process; if the agent is an attorney, the agent's usual business address may differ from the registered office. LLCs: a resident agent who is an individual RI resident or a domestic/authorized corporation, LP, or LLC (§ 7-16-11(a)).
Each corporation shall have and continuously maintain in this state: (1) A registered office ... (2) A registered agent, who may be: (i) An individual resident in this state; (ii) A domestic corporation, a domestic limited partnership, a domestic limited liability partnership, a domestic limited liability company; or (iii) A foreign corporation ... authorized to transact business in this state, in each case, having a business office identical with the office of such registered agent which generally is open during normal business hours to accept service of process ...
Source: state statute, via incFACTS: R.I. Gen. Laws § 7-1.2-501(a); § 7-16-11(a) (LLC)
How we comply
We don't.
What Rhode Island does to your company when we don't
Here is what the state does to an entity that has no agent, or whose agent is us.
Administrative dissolution
The Secretary of State may revoke a corporation's articles of incorporation if it has failed for 30 days to appoint and maintain a registered agent, or failed to file the statement of change after changing its registered office or agent - after not less than 60 days' mailed notice and failure to cure. Upon the certificate of revocation, the corporation's authority to transact business ceases (§ 7-1.2-1311(b)).
(4) The corporation has failed for thirty (30) days to appoint and maintain a registered agent in this state as required by this chapter; or (5) The corporation has failed, after change of its registered office or registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter;
Source: state statute, via incFACTS: R.I. Gen. Laws § 7-1.2-1310(a)(4)-(5)
Revocation (foreign entities)
A foreign corporation's certificate of authority may be revoked when it fails to appoint and maintain a registered agent in Rhode Island, or fails to file the statement of change after changing its registered office or agent, after not less than 60 days' notice.
The certificate of authority of a foreign corporation to transact business in this state may be revoked by the secretary of state ... when: ... (2) The corporation fails to appoint and maintain a registered agent in this state as required by this chapter; or (3) The corporation fails, after changing its registered office or registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter;
Source: state statute, via incFACTS: R.I. Gen. Laws § 7-1.2-1414(a)(2)-(3)
Administrative dissolution
LLC parallel: the Secretary of State may revoke an LLC's certificate of organization or registration if it has failed for 30 days to appoint and maintain a resident agent, or failed to file the statement of change of resident agent, after 60 days' notice; upon revocation the LLC's authority to transact business ceases (§ 7-16-42(b)).
(4) The limited liability company has failed for thirty (30) days to appoint and maintain a resident agent in this state as required by this chapter; (5) The limited liability company has failed, after change of its resident agent, to file in the office of the secretary of state a statement of the change as required by this chapter;
Source: state statute, via incFACTS: R.I. Gen. Laws § 7-16-41(a)(4)-(5)
Civil penalty
Criminal exposure for unauthorized designation: designating a registered agent without the agent's authority is a misdemeanor punishable by a fine up to $1,000, up to one year imprisonment, or both.
Any incorporator, officer, agent, or servant of a corporation, who designates a registered agent for that corporation without the registered agent's authority, is guilty of a misdemeanor and, upon conviction, may be punished by a fine of not more than one thousand dollars ($1,000) or by imprisonment of not more than one year, or both.
Source: state statute, via incFACTS: R.I. Gen. Laws § 7-1.2-501(b)
The bill to come back
Reinstatement fee
Reinstatement after revocation (available within 20 years) requires filing the missed documents, paying a penalty of $50 for each year or part of a year since the certificate of revocation issued, and filing a certificate of good standing from the division of taxation; a name change can be forced if the old name was taken. Corp penalty is in the fee statute; the LLC penalty is stated in § 7-16-43(a)(2).
To withdraw the certificate of revocation of a corporation, whether domestic or foreign, a penalty in the amount of fifty dollars ($50.00) for each year or part of a year that has elapsed since the issuance of the certificate of revocation.
Source: state statute, via incFACTS: R.I. Gen. Laws § 7-1.2-1602(b)(1); § 7-1.2-1312(a); § 7-16-43(a)(2) (LLC)
What happens to the lawsuit you never saw
Substituted service
If a corporation fails to appoint or maintain a registered agent, or the agent cannot with reasonable diligence be found at the registered office, the Secretary of State is the corporation's agent for service; duplicate copies are left with the Secretary, who forwards one by certified mail to the corporation's registered office; service is returnable in not less than 30 days. LLC parallel: the Secretary of State is appointed agent if no resident agent has been appointed, the agent's authority is revoked, or the agent cannot be found or served with reasonable diligence (§ 7-16-11(e)).
Whenever a corporation fails to appoint or maintain a registered agent in this state, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the secretary of state is an agent of the corporation upon whom any process, notice, or demand may be served. Service on the secretary of state ... is made by delivering to and leaving with him or her ... duplicate copies of the process, notice, or demand.
Source: state statute, via incFACTS: R.I. Gen. Laws § 7-1.2-503(b); § 7-16-11(e) (LLC)
Statutory text as captured by incFACTS (retrieved 2026-08-01, verified word-for-word against the state code 2026-08-10). Laws change. The statute governs; this page does not.