Rhode Island: LLC Registered-Agent and Registered-Office Requirements

Requirements one by one

Governing law and terminology

R.I. Gen. Laws § 7-16-1 names the current chapter the Rhode Island Limited
Liability Company Act. It calls the private recipient a resident agent.
Current Form 400 also labels the address as the initial “resident agent/office,”
although Chapter 7-16 itself speaks in terms of the agent's address rather than
imposing a separately defined registered-office duty.

The current chapter has an enacted end date. 2026 Public Laws Chapter 247
repeals and replaces it effective January 1, 2028. The replacement uses
registered agent, so the current rules below govern through December 31,
2027.

Continuous designation duty

R.I. Gen. Laws § 7-16-6(a)(2) requires the articles to state the resident
agent's name and address. Section 7-16-11(a) then says each domestic LLC “shall
have” that agent for service of process. Section 7-16-41(a)(4) treats a failure
lasting 30 days as a possible revocation ground.

Eligible individual

An individual agent must be a Rhode Island resident. The current Act states no
separate minimum age, citizenship, professional-license, or numbered daily-
availability condition.

A member, manager, owner, or employee is not a separate statutory category. An
individual in one of those roles may serve only by independently meeting the
Rhode Island-residency rule and using the required agent address.

Eligible entity and self-service

The entity routes are specific: a corporation, limited partnership, or limited
liability company may serve if it is domestic or authorized to transact business
in Rhode Island. The list does not include an LLP.

Section 7-16-11(a)(2) says “a ... limited liability company,” not “another” LLC,
and does not expressly exclude the represented company. The current filing form
does not create a special self-service category; it simply requires the chosen
agent's name and qualifying Rhode Island address.

Registered office, address, and hours

Chapter 7-16 requires the resident agent's address in Rhode Island. Current Form
400 adds the filing-level detail: the agent field needs a Rhode Island street
address, not a P.O. box. The Department of State's current guidance also
rejects shipping/postal-company addresses and says the agent must be available
there during normal business hours.

That hours statement is department guidance, not a numbered daily window in
§ 7-16-11. The articles list the principal office separately, and § 7-16-6 does
not require that principal office to match the resident-agent address.

Consent and initial filing

The articles name the resident agent and address. Under R.I. Gen. Laws
§ 7-16-7(a)(1), at least one person authorized by the organizers signs, and
§ 7-16-7(c) treats that execution as an affirmation that the stated facts are
true.

Neither current Chapter 7-16 nor current Form 400 provides a separate resident-
agent acceptance, consent statement, or agent-signature field. This changes on
January 1, 2028: new § 7-16.1-115 will make the designation itself the LLC's
affirmation that the registered agent consented.

Change, resignation, and replacement

An authorized person changes the agent or agent address by filing a statement
for the LLC. The change becomes effective when the Secretary of State accepts
it. An agent changing its own Rhode Island address files a signed statement for
each affected LLC; that change also becomes effective on acceptance.

To resign, the agent files a signed resignation counterpart or photocopy plus a
statement that it was delivered or sent to the LLC. Unless the resignation names
a later time, it becomes effective 30 days after filing. Current law does not
make an earlier replacement an acceleration trigger. Beginning January 1, 2028,
new § 7-16.1-117 instead uses the earlier of a new designation or the 31st day
after filing.

Agent duties and service

Section 7-16-11(a) makes the resident agent the company's recipient for service
of process. Current Form 400 says other important state correspondence is also
sent to the agent address.

The current Act does not state a separate general private-agent forwarding duty,
numbered forwarding deadline, or damages rule. The 2028 replacement will add an
express duty to forward received process, notices, and demands to the latest
company-supplied address.

Lapse consequences and fallback service

Section 7-16-11(e) automatically appoints the Secretary of State as the domestic
LLC's service agent when no resident agent has been appointed, the agent's
authority has been revoked, or reasonable diligence cannot locate or serve the
agent. Current Chapter 7-16 sets a $15 Secretary-service fee in § 7-16-65(18)
but does not state a further mailing or completion procedure for this fallback.

The entity-status process has two intervals. First, the no-agent failure must
last 30 days to become a § 7-16-41(a)(4) revocation ground. The Secretary must
then mail notice at least 60 days before revocation, specifying the basis, and
the LLC may correct the filing defect before revocation. If mail to the agent is
undeliverable, notice shifts to the principal-office or formation-record address
specified in § 7-16-41(b)(1).

The 2028 replacement keeps automatic Secretary service but supplies mechanics:
duplicate copies are left with the corporations office, the Secretary
immediately forwards one by certified mail to the registered office, and the
service is returnable in no fewer than 30 days.

What trips people up

“Normal business hours” is current filing guidance, not an exact statutory
clock. The Department expects availability, but current § 7-16-11 does not
state a 9-to-5 window or a number of staffed hours.

The lapse periods are cumulative steps. Thirty days without the required
agent creates the revocation ground; it does not itself revoke the LLC. At least
60 days' notice must precede revocation.

The terminology and several mechanics change in 2028. Current-law
“resident agent” rules remain operative through 2027. The enacted replacement
then changes eligibility wording, makes designation an affirmation of consent,
adds forwarding duties, accelerates resignation when a successor is named, and
details Secretary-of-State forwarding.

Common questions

Can the principal office be outside Rhode Island? The current articles
statute lists the principal office separately and does not impose an in-state
condition on it. The resident-agent address is the Rhode Island address.

Does appointing a replacement end a current-law resignation early? No.
Through 2027, the resignation takes effect 30 days after filing unless it names
a later time. The earlier-successor rule begins January 1, 2028.

Where does a revocation notice go if agent mail is returned? The Secretary
uses the principal office shown in the latest annual report. Before the first
annual report, § 7-16-41 directs notice to the principal office or authorized
person listed in the articles.

Statutes and sources

• R.I. Gen. Laws §§ 7-16-1, 7-16-6 to -7 — Act name, resident-agent and
  principal-office article fields, authorized signer, and truth affirmation.
  https://webserver.rilegislature.gov/statutes/title7/7-16/7-16-6.htm
  (accessed 2026-07-27)
• R.I. Gen. Laws § 7-16-11 — eligibility, changes, resignation, and
  automatic Secretary-of-State fallback.
  https://webserver.rilegislature.gov/statutes/title7/7-16/7-16-11.htm
  (accessed 2026-07-27)
• R.I. Gen. Laws §§ 7-16-41 and 7-16-65 — 30-day lapse ground, pre-revocation
  notice and cure, alternate notice addresses, and service fee.
  https://webserver.rilegislature.gov/statutes/title7/7-16/7-16-41.htm
  (accessed 2026-07-27)
• Rhode Island Department of State Form 400 (rev. 03/2026) — current agent
  qualification, street-address field, P.O.-box bar, correspondence, and signer.
  https://docs.sos.ri.gov/documents/BusinessServices/400-articles-of-organization.pdf
  (accessed 2026-07-27)
• Rhode Island Department of State registered-agent guidance — registered-
  office label, normal-business-hours availability, and excluded address types.
  https://www.sos.ri.gov/divisions/business-services/foreign-business/maintain-a-registered-agent
  (accessed 2026-07-27)
• 2026 R.I. Public Laws Chapter 247, §§ 3–4 — enacted replacement agent,
  resignation, forwarding, and Secretary-service rules, effective January 1,
  2028.
  https://webserver.rilegislature.gov/PublicLaws/law26/law26247.htm
  (accessed 2026-07-27)