2023 Rhode Island Business Corporation Tax GENERAL INSTRUCTIONS FOR FORM RI-1120C, FORM RI-1120S AND FORM RI-1065 1. WHO MUST FILE: 2. WHEN AND WHERE TO FILE: Domestic and Foreign Corporations: Form RI-1120C: Every business corporation, joint stock company or association exercising For calendar year and non-June 30 fiscal year end filers, Form RI-1120C is corporation functions or otherwise doing business in this state is required to due on or before the fifteenth day of the fourth month following the close of file an annual tax return using Form RI-1120C and is subject to the income the taxable year. tax (minimum $400.00) under R.I. Gen. Laws § 44-11-2. For June 30 fiscal year end filers, Form RI-1120C is due on or before the fif- Subchapter “S” Corporations: teenth day of the third month following the close of the taxable year A small business corporation having an election in effect under subchapter (September. 15) S of the Internal Revenue Code is required to file an annual tax return using Form RI-1120S and is subject to the income tax (minimum $400.00). Form RI-1065 and RI-1120S: For all filers except for single-member LLC filers, Forms RI-1065 and If a subchapter S corporation is taxable for federal purposes, it must attach RI-1120S are due on or before the fifteenth day of the third month following RI Schedule S and compute and pay any tax due at the 7% tax rate. the close of the taxable year. LLCs, LLPs, LPs, Partnerships and SMLLCs: For calendar year and non-June 30 fiscal year end single-member LLC filers, Limited liability companies, limited liability partnerships, limited partnerships, Form RI-1065 is due on or before the fifteenth day of the fourth month fol- general partnerships, and single member limited liability companies not lowing the close of the taxable year. treated as a corporation on the federal level are required to file an annual tax return using Form RI-1065. Such entities, with the exception of general part- For all June 30 fiscal year end filers, Forms RI-1065 and RI-1120S are due nerships, shall be subject to an annual fee equal to the minimum tax on or before the fifteenth day of the third month following the close of the tax- imposed upon a corporation under R.I. Gen. Laws § 44-11-2(e). See Rhode able year(September. 15) Island Regulations 280-RICR-20-25-7 and 280-RICR-20-25-6 for more infor- mation. Pass-through withholding requirements: ELECTRONIC MANDATE Pass-Through Entities such as “S” corporations, general partnerships, limit- ed partnerships, limited liability partnerships, trusts or limited liability compa- The RI Division of Taxation has an electronic mandate that nies that are not taxed as corporations for federal tax purposes are required requires Larger Business Registrants use electronic means to file to withhold from the member’s share of income of the entity which is derived returns and remit taxes beginning on January 1, 2023. from or attributable to sources within this state distributed to each nonresi- dent member and pay the withheld amount to the tax division at either the A "larger business registrant" is defined as any person who: highest individual rate or seven percent (7%) for corporations. A pass- through entity is not required to withhold tax for a nonresident member if: 1) Operates as a business whose combined annual liability for all 1. the member has a pro rata or distributive share of income from the taxes administered by the Division of Taxation for the entity is or pass-through entity from doing business in this state of less than exceeds $5,000; or $1,000.00 per annual accounting period, or 2) Operated as a business whose annual gross income is over 2. the tax administrator has determined by regulation, ruling or instruction $100,000 for the entity. that the member’s income is not subject to withholding, or If you meet either of the above criteria you are required to file 3. the member elects to have the tax due paid as part of a composite return filed by the pass-through entity, or returns and remit taxes electronically. DRAFT 4. the entity is a publicly traded partnership as defined by section Visit the RI Division of Taxation’s website for additional information. 7704(b) of the Internal Revenue Code that is treated as a partnership for the purposes of the Internal Revenue Code and that has agreed to file Taxation website: https://tax.ri.gov/online-services/tax-portal an annual information return reporting the name, address, taxpayer identification number and other information requested by the tax admin- Taxation’s portal website: https://taxportal.ri.gov/ istrator of each unit holder with an income in this state in excess of $400.00. Pass-through Entity Election Tax - Effective January 1, 2019 If you do not have a portal account already, be sure to create New legislation effective for tax years starting on or after January 1, 2019 one timely in order to get a PIN number and be ready to file allows a pass-through entity which normally would not pay tax on its your return and/or remit your payment by the due date. income to elect to do so in order to realize a tax savings on the federal level. In order to realize the tax savings on the federal level, the pass-09/01/2023 through entity must file Form RI-PTE and pay the tax due on its net YOU MAY BE SUBJECT TO A PENALTY FOR income. The pass-through entity tax elected to be paid is then passed- through to the “owners” of the pass-through entity. Each owner will then FAILURE TO FILE RETURNS AND/OR REMIT include the tax paid on Schedule W along with any Rhode Island withhold- PAYMENTS VIA ELECTRONIC MEANS. ing AND claim as an Increasing modification on Schedule M, line 2h. Both Schedule W and Schedule M have been updated to facilitate the claiming of the pass-through entity tax election. More information is available on the RI Division of Taxation’s website at www.tax.ri.gov and in “FAQs on entity- If you are not required to file and pay via electronic means, use level tax for pass-through entities”. the following address to send in your return and payments: Rhode Island Division of Taxation One Capitol Hill, Suite 9 Providence, RI 02908-5811 Page 1 |
2023 Rhode Island Business Corporation Tax Return GENERAL INSTRUCTIONS FOR FORM RI-1120C, FORM RI-1120S AND FORM RI-1065 A return is considered timely filed if it is mailed so as to bear a U.S. postmark 5. RATE OF TAX: on or before the applicable due date. When the due date for filing Form RI-1120C, Form RI-1120S or Form RI-1065 Seven percent (7%) of net income apportioned to Rhode Island; or a falls on a Saturday, Sunday, or a Rhode Island legal holiday, the filing is due minimum of $400.00, whichever amount shall yield the greatest tax. on the next business day. Limited liability companies, limited liability partnerships, limited partnerships, and single member limited liability companies not treated as a corporation on 3. EXTENSION OF TIME FOR FILING: the federal level shall pay an annual charge equal to the minimum tax imposed upon a corporation under R.I. Gen. Laws § 44-11-2(e). An automatic extension of time for the filing of Form RI-1120C, Form RI- 1120S or Form RI-1065 may be requested using Form BUS-EXT. The extension request may be granted provided Form BUS-EXT reasonably 6. DECLARATION OF ESTIMATED TAX BY estimates the full amount of tax due for the taxable year based on income, CORPORATIONS: or the minimum tax of $400.00, whichever shall yield the greater tax. If payment for the full amount of tax due is not sent in with Form BUS-EXT, Every corporation shall file a declaration of its estimated tax for the taxable year any amount due when the tax return is filed is subject to late payment if its estimated tax for such taxable year can reasonably be expected to exceed interest and late payment penalty. $400.00. The entire amount of such estimated tax shall constitute the amount of the advance required to be paid. The due dates and amounts of the install- Extension requests: ments are as follows: The 15th day of the 4th month of the taxable year (25%), Automatic six (6) month extension for filers of Form RI-1120C (except for fil- the 15th day of the 6th month of the taxable year (25%), the 15th day of the 9th ers with a June 30 fiscal year end), Form RI-1120S or Form RI-1065 (LLC, month of the taxable year (25%) and the 15th day of the 12th month of the tax- LLP, LP, Partnership, SMLLC). able year (25%) Automatic seven (7) month extension for June 30 year end filers of Form RI- Underpayment-Interest on declaration of estimated tax 1120C. In case of any underpayment of the estimate by a corporation there shall be A proper estimate of the amount of tax due for the taxable year is added to the tax as the case may be for the taxable year, an amount required to be reported on the extension when it is filed, otherwise the determined at the rate of 12% per annum upon the amount of the underpay- extension will be void. ment for the period of the underpayment. “The amount of the underpay- ment” shall be the excess of the installment or installments which would be required to be paid if the advance payments were equal to eighty percent 4. PAYMENT OF TAX: (80%) of the tax shown on the return for the taxable year or, if no return was filed eighty percent (80%) of the tax for such year, over the amount, if any, of The balance of tax shown on the return to be due must be paid in full with the installment paid on or before the last date prescribed for payment. the return. Failure to pay the tax on time will subject the taxpayer to an assessment of interest and penalties. The law provides for the assessment of a penalty of 5% of the tax imposed on such corporations for such taxable year for failure to file required estimat- ed tax payments. Interest Generally Any tax not paid when due is subject to interest from the time the tax was 7. CHANGE IN NET INCOME BY FEDERAL originally due at the rates of 18% per annum (1.5% per month) prior to GOVERNMENT: January 1, 2023, and 12% per annum (1.0% per month) on or after January 1, 2023. DRAFT Any change in net income for any prior year directly affects the tax liability to the State of Rhode Island and such changes must be reported to Penalties - Failure to file returns on time the Tax Administrator within 60 days of final adjustment or determination. For tax years 2014 and prior, such changes must be reported using Form In case of failure to file a return within the time prescribed by law, or within RI-1120X. For tax years 2015 and forward, such changes must be reported the extension period, there shall be added to the tax 5% of such tax if using Form RI-1120C, Form RI-1120S or Form RI-1065, whichever is appli- delinquency is for not more than one month plus an additional 5% for each cable, and by checking the amended check box. additional month or fractional part thereof during which such failure contin- ues not exceeding 25% in the aggregate. 8. SUPPORTING SCHEDULES: The law provides for the imposition of fines up to $5,000.00 for failure to file the required returns or the filing of false or fraudulent returns. All schedules are to be firmly attached to the back of the return. Each sched- ule must be clearly identified with the item which it supports. Write upon one Penalties - Failure to pay tax on time 09/01/2023side of the sheet only, so that schedule may be read without detaching from the return. If space permits, more than one In case of failure to pay the tax with the return on or before the date schedule may be placed on a single sheet. prescribed (determined with regard to any extension of time for payment) there shall be added to the amount shown as tax on such return five-tenths percent (0.5%) of the amount of such tax if the failure is for not more than 9. COMBINED RETURNS: one month, plus an additional five-tenths percent (0.5%) for each additional month or fractional part thereof during which such failure continues, not For tax years beginning on or after January 1, 2015, a business which is exceeding 25% in the aggregate. treated as a C corporation for federal income tax purposes, and which is part of a combined group engaged in a single or common business enterprise – a “unitary” business – must file a combined return with Rhode Island. Page 2 |
2023 Rhode Island Business Corporation Tax Return GENERAL INSTRUCTIONS FOR FORM RI-1120C, FORM RI-1120S AND FORM RI-1065 Under mandatory unitary combined reporting, R.I. Gen. Laws § 44-11-4.1, an entity treated as a C corporation for federal income tax purposes must report on its Rhode Island return not only its own income, but also the combined income of the other corporations, or affiliates, that are part of a combined group under common ownership and part of a unitary business. They may do so by filing Form RI-1120C, checking the box for Combined Return, and including a Schedule CGM listing each member of the combined group. An entity that is doing business in this state and is treated as a C corporation for federal income tax purposes, where such entity stands alone and has no affiliates or related companies, is notsubject to combined reporting. Please refer to the “Domestic and Foreign Corporations” section of these instruc- tions for instructions on how to file for these entities. See the most recent version of the Rhode Island Combined Reporting Regulation for more information. 10. CAPITAL INVESTMENT IN SMALL BUSINESSES: R.I. Gen. Laws § 44-43 provides a deduction for purposes of computing net income under the Rhode Island Business Corporation Tax (R.I. Gen. Laws § 44-11) for a qualifying investment in a certified venture capital partnership and for credits to entrepreneurs of a qualifying business entity for certain wages paid to employees of such entity. DRAFT 09/01/2023 Page 3 |