Limited Liability Companies (280-RICR-20-25-7)

The purpose of these rules and regulations is to implement R.I. Gen. Laws §§ 7-16-67 and 7-16-73, which imposes an annual filing requirement on Limited Liability Companies (LLCs) and their members. 

This regulation is promulgated pursuant to R.I. Gen. Laws § 44-1-4. The rules and regulations have been prepared in accordance with the requirements of R.I. Gen. Laws § 42-35-1 et. seq. of the Rhode Island Administrative Procedures Act.

These rules and regulations shall be liberally construed so as to permit the Division of Taxation to effectuate the purpose of R.I. Gen. Laws §§ 7-16-67 and 7-16-73 and other applicable state laws and regulations.

If any provision of these rules and regulations, or the application thereof to any person or circumstances, is held invalid by a court of competent jurisdiction, the validity of the remainder of the rules and regulations shall not be affected thereby.

A.Every LLC which has elected to be treated as a Subchapter C corporation for federal income tax purposes shall file with the Division of Taxation annually as follows:

1.If the taxable year of the LLC is a calendar year, Form RI-1120C shall be filed on or before the fifteenth (15^th) day of April in the year following the close of the calendar year.

2.If the taxable year of the LLC is a fiscal year, Form RI-1120C shall be filed on or before the fifteenth (15^th) day of the fourth (4^th) month following the close of the fiscal year.

B.Every LLC which has elected to be treated as a Subchapter S Corporation for federal income tax purposes shall file with the Rhode Island Division of Taxation annually as follows:

1.If the taxable year of the LLC is a calendar year, Form RI-1120S shall be filed on or before the fifteenth (15^th) day of March in the year following the close of the calendar year.

2.If the taxable year of the LLC is a fiscal year, Form RI-1120S shall be filed on or before the fifteenth (15^th) day of third (3^rd) month following the close of the calendar year.

C.Every LLC, except for Single Member LLCs referred to in § 7.5(D) of this Part, which has not elected to be treated as a corporation for federal income tax purposes shall file with the Rhode Island Division of Taxation annually as follows:

1.If the taxable year of the LLC is a calendar year, Form RI-1065 shall be filed on or before the fifteenth (15^th) day of March in the year following the close of the calendar year.

2.If the taxable year of the LLC is a fiscal year, Form RI-1065 shall be filed on or before the fifteenth (15^th) day of the third (3^rd) month following the close of the fiscal year.

D.Every "Single Member LLC” whose single member is an individual or Sub chapter C corporation shall file with the Division of Taxation annually as follows:

1.If the taxable year of the LLC is a calendar year, Form RI-1065 shall be filed on or before the fifteenth (15^th) day of April in the year following the close of the calendar year.

2.If the taxable year of the LLC is a fiscal year, Form RI-1065 shall be filed on or before the fifteenth (15^th) day of the fourth (4^th) month following the close of the fiscal year.

E.Every "Single Member LLC” whose single member is an individual or Sub chapter S corporation or a partnership shall file with Rhode Island the Division of Taxation annually as follows:

1.If the taxable year of the LLC is a calendar year, Form RI-1065 shall be filed on or before the fifteenth (15^th) day of March in the year following the close of the calendar year.

2.If the taxable year of the LLC is a fiscal year, Form RI-1065 shall be filed on or before the fifteenth (15^th) day of the third (3^rd) month following the close of the fiscal year.

F.When filing the Rhode Island annual return the LLC shall attach a copy of its Federal return for that taxable year.

1.If the LLC elects to be treated as a C corporation for federal income tax purposes, a copy of federal Form 1120 shall be attached to the Form RI-1120C. If the LLC elects federal Subchapter S treatment, then a copy of federal Form 1120S shall be attached to Form RI-1120S.

2.If the LLC elects to be treated as a partnership for federal income tax purposes, a copy of federal Form 1065 shall be attached to the Form RI-1065.

3.If the LLC elects to be treated as a disregarded entity for federal income tax purposes, a copy of federal pro forma tax return, federal Form 1040 Schedule C, federal Form 1040 Schedule E, federal Form 1040 Schedule F (whichever is applicable) shall be attached to Form RI-1065. For a LLC with a single member taxed as a Subchapter C corporation or as a Subchapter S corporation, a profit or loss statement shall be an acceptable attachment to Form RI-1065.

G.Any LLC disregarded for federal income tax purposes is still required to file the Form RI-1065 with payment of the annual charge. The pass-through entity’s income, loss or other activity shall flow through to the single member’s income tax return and be taxed at that level. The single member’s income tax return is not considered to be a filing for the LLC.

H.Any LLC disregarded for federal income tax purposes shall use their federal employer identification number to file Form RI-1065. However, if the entity does not have a federal identification number, the entity is required to obtain a federal employer identification number (EIN) from the United States internal revenue service to be used when filing the required Rhode Island tax return.

A.An annual charge shall be due upon the filing of the LLC's return with the Rhode Island Division of Taxation. The charge shall be determined as follows:

1.If the LLC is treated as a C corporation for federal income tax purposes, it shall pay as an annual charge the taxes as provided in R.I. Gen. Laws § 44-11-2(e).

2.If the LLC is treated as a Subchapter S corporation for federal income tax purposes, it shall pay as an annual charge an amount equal to the minimum tax imposed under R.I. Gen. Laws § 44-11-2(e).

3.If the LLC is treated as a partnership for federal income tax purposes, it shall pay as an annual charge an amount equal to the minimum tax imposed upon a corporation under R.I. Gen. Laws § 44-11-2(e).

4.If the LLC is a single member LLC and is treated as a disregarded entity for federal income tax purposes, it shall pay as an annual charge an R.I. Gen. Laws § 44-11-2(e).

A.If a domestic or foreign LLC is not treated as a corporation for of federal income tax purposes, for tax years beginning on or after January 1, 2012, LLCs are required to file Form RI-1065. Prior to January 1, 2012, LLCs shall file Form RI-1120S.

1.Any member of the LLC during any part of the LLC’s taxable year shall file a Rhode Island income tax return and shall include in Rhode Island gross income that portion of the LLC’s Rhode Island income allocable to such member's interest in the LLC.

2.A nonresident member is required to file a Rhode Island income tax return even though the member's only source of Rhode Island income was such member's share of the LLC’s income which was derived from or attributable to sources within this state, and the amount of nonresident pass-through withholding remitted by the LLC on behalf of the nonresident member shall be allowed as a credit against such member's Rhode Island income tax liability.

B.A domestic or foreign LLC or other pass-through entity may file a composite return reporting the Rhode Island source income attributable to the nonresident members. A nonresident member of a pass-through entity who participates in a composite return will be considered to have satisfied the Rhode Island filing requirement and no further filing by the nonresident member is required. For a nonresident member of a pass-through entity to participate in a composite return, the nonresident member must:

1.be an individual; and

2.have no Rhode Island source income other than from the pass-through entity filing the composite return; and

3.elect to participate in the composite by filing an election form (RI Form 1040C-NR) with the entity. The election form is to be kept on file by the entity for inspection by personnel of the Rhode Island Division of Taxation.

A.Any LLC with a nonresident member(s) shall withhold income taxes on the income that is being passed through to the nonresident members. The Form RI-1096PT shall be filed reporting these withholding payments. The nonresident member(s) shall be provided a Form RI-1099PT in order to claim these withholding payments on their income tax return. If the nonresident member is another pass-through entity, that member shall also be required to file a Form RI1096PT to pass-through the withholding payments to their member(s). The “Bulletin on Pass-through Entities to Non-resident Taxpayers” may be consulted for further information. This bulletin can be found at http://www.tax.ri.gov/misc/passthrough_entities.php

B.Any LLC with nonresident member(s) may file Form RI-1040C composite tax return instead of filing the Form RI-1096PT. Each nonresident member shall complete Form RI-1040C-NE and file it with the entity. The “Bulletin on Pass-through Entities to Non-resident Taxpayers” may be consulted for further information.

C.If the LLC’s expected pass-through withholding tax liability is more than $250 for the taxable year, then estimated payments are required on the 15th day of the 4th month, 15th day of the 6th month, 15th day of the 9th month and 15th day of the first month of the pass-through entity’s next succeeding taxable year. For a calendar year taxpayer, that would be April 15th, June 15th, September 15th and January 15th of the next succeeding taxable year. LLCs are covered by the “safe harbor” provisions (80% of the current year tax liability or 100% of the prior year’s tax liability at the current year rates) for the requirements of estimated tax payments as well as calculating underestimated interest. The appropriate estimated tax payment coupons of Form RI1096PT-ES or Form RI-1040C-ES shall be used to make these estimated payments.