PDF document
- 1 -

Enlarge image
             2023 RI-1120S - Rhode Island Business Corporation Tax Return 
                                                     SPECIFIC INSTRUCTIONS

INFORMATION SECTION:                                                     APPORTIONED TAXABLE INCOME 
Enter the requested entity information on the top of the form, includ-    
ing name, address, federal identification number, email address,         Line 4 - Adjusted Taxable Income 
NAICS code, and if the entity is not a calendar year filer, enter the    Subtract the total deductions amount on line 2 from the Federal 
beginning and end dates of the entity’s fiscal year.                     Taxable Income amount on line 1.  Add to that the total additions 
                                                                         amount on line 3. 
Enter the following information in the corresponding boxes:               
A. The gross receipts from U.S. Form 1120S, page 1, line 1a or           Line 5 - Rhode Island Apportionment Ratio 
  other applicable Federal form.                                         Complete Schedule I on page 4.  Enter the amount from Schedule 
B. The depreciable assets from line 10a Column (c), Schedule L,          I, line 5. 
  U.S. Form 1120S, page 4 or other applicable Federal form.               
C. Enter the total assets from line 15, Column (d), Schedule L, U.S.     Line 6 - Apportioned Rhode Island Taxable Income 
  Form 1120S, page 4 or other applicable Federal form.                   Multiply your adjusted taxable income amount from line 4 times the 
                                                                         Rhode Island Apportionment Ratio from line 5.   
NOTE:  If filing a final return, a separate request for a letter of good  
standing for dissolution or withdrawal should also be filed.  Attach     Line 7a - Minimum Tax  
the final return to the request form and follow the instructions for     Rhode Island minimum tax is $400.00. 
section V or VI. The final return and request form must be completed      
through the date of withdrawal.  When filing for dissolution or with-    If line 23a or 23b of Federal 1120S is applicable, refer to Rhode 
drawal, an extension is not valid.  Within thirty (30) days of the date  Island Schedule S for your tax calculation.  Enter the tax from 
of the letter, it must be recorded with the Secretary of State.          Schedule S, line 8. 
                                                                          
                                                                         If Qualified Sub-chapter S Subsidiary, multiply the number of Q-
SUBCHAPTER S CORPORATION FILERS:                                         Subs that are a part of this filing by the minimum tax and enter here. 
Form RI-1120S is to be used only by entities taxed as subchap-            
ter S corporations for federal tax purposes.                             Line 7b - Jobs Growth Tax 
                                                                         Enter 5% of the aggregate performance-based compensation paid 
                                                                         to eligible employees as per the Jobs Growth Act (R.I. Gen. Laws § 
LIMITED LIABILITY COMPANY FILERS:                                        44-64.11-5). 
(i) If the LLC is to be treated as a corporation for federal tax purpos-  
es, it shall pay a tax the same as a “C” corporation and file Form RI-   Line 7c - Pass-Through Withholding 
1120C.                                                                   Enter Rhode Island Pass-Through Withholding from RI Schedule 
(ii) If the LLC is to be treated as a subchapter S corporation for fed-  PTW, line 13.  See the RI Schedule PTW section on page4 of these 
eral tax purposes,    it shall pay a fee equal to the minimum tax as     instructions for more information. 
defined under R.I. Gen. Laws § 44-11-2(e) and file Form RI-1120S.         
(iii) All other LLCs shall pay a fee equal to the minimum tax as defined Line 7d - Reserved for Future Use 
under R.I. Gen. Laws § 44-11-2(e) and file Form RI-1065.                  
                                                                         Line 8a and 8b - RI Business Corporation Tax and Withholding 
QUALIFIED SUB-CHAPTER “S” SUBSIDIARY:                                    Add lines 7a through 7d. 
If Qualified Sub-Chapter “S” subsidiary(s) are included for federal       
purposes, they may also be filed on one return for Rhode Island pur-     Line 9a - Estimated Tax Payments 
poses.  They may do so by checking the "Q-sub Included" check            Enter the total estimated tax payments made with respect to the tax-
box on page 1 and attaching RI-1120S Q-Sub Schedule to the tax           able year, if any, including any overpayment allowed from the pre-
return. The minimum tax must be included for each entity included        ceding taxable year. 
in the return. See Reg 280-RICR-20-25-14 for further details.             
                                                                         Line 9b -  Rhode Island Pass-through Withholding Paid on Entity’s 
                                                                         Behalf by Another Pass-Through Entity  
       SCHEDULE A - COMPUTATION OF TAX                                   Enter the amount of any nonresident pass-through withholding 
                                                                         payments made on this entity's behalf by a pass-through entity of 
                                                                         which this pass-through entity is a member/partner. This amount 
TAXABLE INCOME                                                           should equal the Total Pass-through Withholding Amount from RI 
                                                                         Schedule PTW, Part C, line 14v.  RI Schedule K-1s must also be 
Line 1 - Federal Taxable Income                                          attached reflecting the amount of income and withholding passed 
Enter the taxable income as it appears on Federal Form 1120S,            through to this pass-through entity from the pass-through entity of 
Schedule K, line 18.                                                     which it belongs.  
                                                                          
Line 2 - Total Deductions                                                NOTE: You must complete Part C of RI Schedule PTW in order to 
Enter Total Deductions from page 2, Schedule B, line 1e.                 receive credit for any pass-through withholding that was paid for 
                                                                         your nonresident members by a higher tier pass-through entity 
Line 3 - Total Additions                                                 even if you have negative taxable income from that entity. 
Enter Total Additions from page 2, Schedule C, line 1f. 
                                                                          



- 2 -

Enlarge image
         2023 RI-1120S - Rhode Island Business Corporation Tax Return 
                                          SPECIFIC INSTRUCTIONS - page 2

Line 9c - Nonresident Real Estate Withholding                            Line 14 - Overpayment 
Enter the amount of Rhode Island income tax withheld on sales of         If line 10 is more than line 8b, this is the amount of your overpay-
real estate located in Rhode Island.  Enter an amount here only if       ment.  If there is an amount due on line 12c, subtract that amount 
the nonresident real estate withholding was paid on behalf of the        from your overpayment.   
entity AND a breakdown of member(s)’s shares was not provided             
to the Division of Taxation at the time of closing.                      If the amount on line 12c is more than your overpayment, enter the 
                                                                         amount on line 13.  This amount is due and payable when the return 
NOTE: Refer to the entity’s nonresident real estate withholding          is filed. 
paperwork that was filed with the Division of Taxation.                   
                                                                         Line 15 - Amount to be Applied to 2024 Estimated Tax 
Line 9d - Other Payments                                                 Enter the amount of the overpayment from line 14 that is to be cred-
Enter the amount of all other tax payments (i.e. extension pay-          ited against next year’s estimated tax. The amount on this line may 
ment) made with respect to the taxable year.                             be adjusted by the Tax Administrator. 
                                                                          
Line 10 - Total Payments                                                 Line 16 - Amount to be refunded. 
Add the amounts from lines 9a through 9d.                                Subtract line 15 from line 14. 
                                                                          
Line 11 - Net Tax Due                                                     
Subtract the amount on line 10 from the amount on line 8b.                              SCHEDULE B - DEDUCTIONS 
                                                                          
Line 12 - Interest and Penalty Calculation                                
Enter the total of (a), (b) and (c) on this line.                        Line 1a - Exempt Interest 
(a) Interest on the balance due                                          Enter the amount of interest exempt from Rhode Island tax includ-
                                                                         ed on line 4, Schedule K of Federal 1120S. 
For failure to pay the tax on time, interest at the rate of 12% (0.1200)  
per year; or 1.0% (0.0100) per month, shall be assessed.                 Line 1b - Bonus Depreciation Adjustment 
                                                                         Enter the amount of adjustment which represents the difference 
Interest shall accrue on the amount from line 12 at the rate of 12%      between normal first year depreciation and residual depreciation as 
per annum from the due date for filing the return (the fifteenth day of  long as depreciation lasts. 
the third month following the close of the taxable year) to the actual    
date of payment.                                                         Line 1c- Modification for Tax Incentives for Employers 
                                                                         Enter the amount of modification allowed under R.I. Gen. Laws § 44-
(b) Penalty on the balance due                                           55.  Attach Form RI-107 and required documentation to the return. 
                                                                          
For failure to file the return on time, a penalty at the rate of 5%      Line 1d - Cash Basis Only- Deduction for Pass-through Entity 
(0.0500) per month not to exceed 25% (0.2500) shall be assessed.         Tax  
                                                                         Enter the amount of deductions for Pass-through Entity Tax claimed 
For failure to pay the tax on time, a penalty at the rate of 0.5%        in prior year. 
(0.0050) per month not to exceed 25% (0.2500) shall be assessed.          
                                                                         Line 1e- Total Deductions 
(c) Interest for underpayment of estimated taxes                         Add lines 1a through 1d.  Enter here and on page 1, Schedule A, 
                                                                         line 2. 
In the case of any underpayment of the estimated taxes by a corpo-        
ration there shall be added to the tax as the case may be for the tax-    
able year, an amount determined at the rate of 12% per annum upon                       SCHEDULE C - ADDITIONS 
the amount of the underpayment for the period of the underpay-            
ment.                                                                     
                                                                         Line 1a - Interest 
The amount of the estimated payments made for the tax year must          Enter the gross amount of interest income received or accrued with 
equal at least eighty (80%) percent of the current year tax amount,      respect to all obligations of any state, territory or possession of the 
or one hundred (100%) percent of the prior year tax amount,              United States or any political subdivision of the foregoing, or the 
whichever is less.  In addition, unless using the annualization of       District of Columbia other than Rhode Island or its political subdivi-
income method, total payments and withholding for each quarter           sions not included on line 4, Schedule K of Federal 1120S. 
must be at least equal to one quarter of the amount of tax in order       
to avoid underestimating interest.  An overpayment or underpay-          Line 1b - Bonus Depreciation Adjustment 
ment from the immediately preceding quarter should be applied to         Enter the entity’s bonus depreciation amount less its normal depre-
the next quarter when determining the overpayment or underpay-           ciation amount. 
ment for that quarter.                                                    
                                                                         Line 1c - Intangible Addback 
Line 13 - Total Due with the Return                                      Enter the total amount of interest expenses and costs and intangible 
Add lines 11 and 12.  The amount is due and payable when the             expenses and costs that must be added back under R.I. Gen. Laws 
return is filed.  See the Electronic Mandate section at the end of       § 44-11-11(f). 
these instructions for information on how to file your return and remit   
payment.                                                                  



- 3 -

Enlarge image
             2023 RI-1120S - Rhode Island Business Corporation Tax Return 
                                        SPECIFIC INSTRUCTIONS - page 3

Line 1d - Pass-through Entity Tax Elected to be Paid                   an interest in property and evidences of debt. 
Enter the total amount of the pass-through Entity elected to be paid    
under R.I. Gen. Laws § 44-11-2.3.                                      Line 2 - Receipts Factor 
                                                                        
Line 1e - Taxable portion of Paycheck Protection Loan                  2a) 100% allocation to Rhode Island of the gross receipts from sales 
Enter the taxable portion of the Paycheck Protection program loan      of tangible personal property sold in the regular course of business 
amount under R.I. Gen. Laws § 44-11-11.                                where Rhode Island (or any other state or place) is the place of origin 
                                                                       and Rhode Island is the destination. Sales of tangible personal prop-
Line 1f - Total Additions                                              erty are in Rhode Island if the property is delivered or shipped to a 
Add lines 1a through 1e. Enter here and on page 1, Schedule A, line 3. purchaser within this state regardless of the free on board (F.O.B.) 
                                                                       point or other conditions of the sale. 
                                                                        
      SCHEDULE D - RHODE ISLAND CREDITS                                Gross income from services is attributed to Rhode Island if the serv-
                                                                       ices are performed in Rhode Island. 
                                                                        
If the entity has credits passing through to its members, complete     Pursuant to R.I. Gen. Laws § 44-11-14(a)(2)(i)(B), gross sales of tan-
RI Schedule CR-PT - Other RI Credits for RI-1065 & RI-1120S filers.    gible personal property where shipments are made from an office, 
                                                                       store, warehouse, factory or other place of storage in this state and 
                                                                       the taxpayer is not taxed in the state of purchase must now be includ-
       SCHEDULE E – OTHER DEDUCTIONS TO                                ed in the Receipts section of the Rhode Island apportionment column.  
            FEDERAL TAXABLE INCOME                                     This gross receipts amount must be listed separately as shown on the 
                                                                       apportionment schedule. 
                                                                        
Line 1 - Elective Deduction for New Research and Development           2b) Dividend income.  This amount should not be included in 2(h). 
Facilities  - Refer to R.I. Gen. Laws § 44-32-1 for more details.       
 
Line 2 - Capital Investment Deduction - Rhode Island General           2c) Interest income.  This amount should not be included in 2(h). 
Laws provide for a deduction for purposes of computing net              
income in accordance with R.I. Gen. Laws § 44-11, for investments      2d) Gross rental income from the leasing or renting of real and tangi-
in certified venture capital partnerships. Taxpayers claiming this     ble personal property. 
deduction for investments in certified venture capital partnerships     
must provide copies of certification from the Department of            2e) Royalty income associated with Rhode Island activities. 
Economic Development of the Venture Capital Partnership.  A 
recapture of a previously take deduction may be necessary under         
the law.  This should be done by listing the recaptured amount as a    2f) Net income from the sale of real property, tangible personal prop-
negative number.                                                       erty, or other capital assets not held by the taxpayer for sale to cus-
                                                                       tomers in the  
                                                                       regular course of business. 
       SCHEDULE I - ALLOCATION FACTOR                                   
                                                                       2g) Net income from the sale or disposition of securities or financial 
                                                                       obligations. Do not include related dividends or interest. Dividends 
Prior to considering your apportionment factors, R.I. Gen.             and interest are reported on line 2(b) and 2(c). 
Laws § 44-11-13 and Regulation 280-RICR-20-25-9 should be               
considered to determine whether a company has the ability to           2h) Gross income from all other receipts includes income from all 
apportion its Rhode Island adjusted taxable income.  All               other sources (not listed above) and includes (but is not limited to) 
apportionment factors must be filled out even if your appor-           receipts from patents, royalties, copyrights, commissions, dividends 
tionment is 100% Rhode Island.                                         and interest. Gross income from royalties is attributable to Rhode 
                                                                       Island to the extent that the patent or copyright is used in this state 
If utilizing an alternative allocation apportionment as allowed        by the person paying royalties to the taxpayer. A patent is used in 
under R.I. Gen. Laws § 44-11-14.1, § 44-11-14.2, § 44-11-14.3, §       Rhode Island to the extent that it is employed in fabrication, manu-
44-11-14.4, § 44-11-14.5 or § 44-11-14.6, check the box above          facturing, production or other processing in Rhode Island or to the 
the apportionment schedule.                                            extent that a patented product is produced in Rhode Island. A copy-
                                                                       right is used in Rhode Island to the extent that printing or other pub-
Line 1 - Average Net Book Value Factor                                 lication originates in Rhode Island. Accordingly, all such gross 
Real and tangible personal property owned is valued at book value.     income should be included in Schedule I, line 2(h), Column A. For 
Real and tangible personal property rented is valued at 8 times the    corporations organized under Rhode Island laws, all gross income 
annual net rental rate. The annual net rental rate shall be reduced    from interest and dividends must be shown on Schedule I, lines 
(but not to less than zero) by the annual rental rate received from    2(b&c), Column A.     
subrentals.                                                             
                                                                       2i) Income exempt from federal taxation.    
“Tangible personal property” means such property as machinery,          
tools, implements, goods, wares, and merchandise. It does not          Line 3 - Salaries and Wage Factor 
include cash, shares of stock, bonds, notes, credits, or evidences of  Schedule I, line 3, Column A represents that part of the total wages, 



- 4 -

Enlarge image
               2023 RI-1120S - Rhode Island Business Corporation Tax Return 
                                             SPECIFIC INSTRUCTIONS - page 4

salaries and other compensation to officers and employees paid or       must be filed reporting the Rhode Island source income of all non-
incurred by the taxpayer during the taxable year which is assignable    resident members on line 1, calculating the pass-through withholden 
to offices, agencies, or places of business within the State of Rhode   due and listing the Rhode Island source income of all members on 
Island, or which is attributable to services performed in connection    line 7.  All of the corresponding RI schedule K-1s should show the 
with the taxpayer’s activities or transactions within this state during nonresident members’ withholding as zero. 
the taxable year.                                                        
                                                                         
Line 4 - Rhode Island Ratios                                            Part A - Nonresident Rhode Island Source Income 
Total the Rhode Island ratios from lines 1f, 2k and 3b.                 Calculation 
                                                                                                       
Line 5 - Allocation Factor                                              Line 1 – Enter the pass-through entity’s apportioned Rhode Island 
If dollar amounts for property, receipts and salaries exist in Column   taxable income from RI-1065, line 6; RI-1120s, line 6. 
B, the  total of the three ratios on line 4 should be divided by 3. If   
one factor is not found in Column B, then the total of the two ratios   Line 2 – Enter the profit percentage or current year allocation per-
on line 4 must be divided by 2. If only one factor exists in Column B,  centage of all members/partners that are nonresidents. 
then the ratio on line 4 should be carried to line 5.  Also, enter this  
ratio on page 1, Schedule A, line 5.                                    Line 3 – Multiply the apportioned Rhode Island taxable income on 
                                                                        line 1 by the profit percentage or current year allocation percentage 
                                                                        of all nonresident members/partners from line 2 to calculate Rhode 
                    RI SCHEDULE PTW                                     Island source income for all nonresidents. 
                                                                         
For tax years beginning on or after January 1, 2023, Rhode Island       Part B - Pass-through Withholding Calculation 
pass-through withholding of a pass-through entity with nonresi-          
dent partners, members, beneficiaries and shareholders will be          Line 4 – Using the amount of Rhode Island source income for all 
reported and calculated using RI Schedule PTW as part of Form           nonresidents from line 3, enter the amount attributed to nonresi-
RI-1120S rather than using Form RI-1096PT.                              dent members that are C Corporations on line 4a and that are Sub 
                                                                        S Corporations, Individuals, LLCs, Partnerships and Trusts. 
RI Schedule PTW is not required to be filed if there are no nonresi-
dent members of the pass-through entity.                                Lines 4a and 4b must equal line 3. 
                                                                         
The pass-through entity is required to include RI Schedule PTW          For lines 5 through 9: Use the appropriate column(s) based on 
showing the amount of Rhode Island withholding for all nonresident      entity type and enter the Rhode Island source of income of the 
members for whom Rhode Island taxes were withheld.  This does           nonresident member(s) not subject to pass-through withholding on 
not include any nonresident members who have elected to file a          RI Schedule PTW. 
composite return using Form RI-1040C-NE or elected to file on Form       
RI-PTE - Pass-through Entity Election.                                  Column A: C Corporations 
                                                                        Column B: Sub S Corporations, Individuals, LLCs, Partnerships 
When submitting RI Schedule PTW with Form RI-1120S, the pass-           and Trusts. 
through entity must attach all corresponding RI Schedule K-1s  .         
                                                                        Line 5 – Enter the amount of Rhode Island source income for all 
If any of the following exceptions apply to the pass-through entity,    nonresident members of the pass-through entity which cannot be 
check the applicable box at the top of the form and enter the amount    distributed due to Federal or State restrictions. 
of income associated with the exception on the appropriate line          
under Part B.                                                           Line 6 – Enter the amount of Rhode Island source income for all 
      Cannot distribute funds due to Federal or State restrictions    nonresident members of the pass-through entity exempt from tax. 
      Exempt from income tax                                           
      Nonresident member(s) with less than $1,000.00 in Rhode         Line 7 – Enter the amount of Rhode Island source of income of 
        Island source income                                            those nonresident members with income less than $1,000 net mod-
      All Rhode Island source income for the nonresident mem          ifications. 
        ber(s) is being reported on Form RI-1040C - Composite            
        Income Tax Return.                                              Line 8 – Enter the amount of the Rhode Island source of income of 
      A pass-through entity election was made and all Rhode           nonresident members being reported on Form RI-1040C - 
        Island source income for the nonresident member(s) is           Composite Income Tax Return. 
        being reported on Form RI-PTE.                                   
                                                                        Line 9 – Enter Rhode Island source of income of those nonresidents 
If the pass-through entity cannot distribute funds due to Federal or    being reported on Form RI-PTE - Pass-through Entity Election. 
state restrictions, a statement explaining what is prohibiting the dis-  
tribution of the funds along with all of the corresponding RI Schedule  Line 10 – Rhode Island source income of nonresident members 
K-1s containing all required information.                               subject to PT withholding 
                                                                        Column A, subtract the amounts from lines 5a - 9a from line 4a 
If all the nonresident members of the pass-through entity have          Column B, subtract the amounts from lines 5b - 9b from line 4b 
Rhode Island source income less than $1,000.00, RI Schedule PTW          



- 5 -

Enlarge image
                  2023 RI-1120S - Rhode Island Business Corporation Tax Return 
                                             SPECIFIC INSTRUCTIONS - page 5

Line 11 Rhode Island pass-through withholding rate.   
For C corporations only, the rate is 7.0%.   
For Sub S corporations, individuals, LLCs, partnerships and trusts, 
the rate is 5.99%. 
 
Line 12 – For each column, multiply the amount of Rhode Island 
source income of those nonresidents from line 10 by the pass-
through withholding rate line 11 to calculate the pass-through with-
holding amount. 
 
Line 13  Add lines 12a and 12b. Enter here and on Form RI-
1065, line 7c; or Form RI-1120S, line 7c. 
 
Part C - Pass-through Withholding Paid on Entity’s 
behalf by another Pass-through Entity 
 
Part C must be completed if claiming an amount on either Form 
RI-1120S or Form RI-1065, page 2,  line 9b. Attach a separate 
sheet if additional room is needed. In addition, a copy of Form(s) 
RI Schedule K-1 issued to the entity must be attached in order for 
credit to be given. Failure to attach a copy will result in the disal-
lowance of the pass-through withholding amount until documenta-
tion is provided. 
 
Enter the amount of any nonresident pass-through withholding 
payments made on the entity’s behalf by another pass-through 
entity. This amount should equal the Total Pass-through withhold-
ing amount from RI Schedule PTW, Part C, line 14v. 
 
                  ELECTRONIC MANDATE          
                             
The R.I. Division of Taxation has an electronic mandate that 
requires Larger Business Registrants use electronic means to file 
returns and remit taxes beginning on January 1, 2023. 
 
A "larger business registrant" is defined as any person who: 
 
1) Operates as a business whose combined annual liability for all 
taxes administered by the Division of Taxation for the entity is or 
exceeds $5,000; or 
 
2) Operated as a business whose annual gross income is over 
$100,000 for the entity. 
 
If you meet either of the above criteria you are required to file 
returns and remit taxes electronically. 
 
Visit the RI Division of Taxation’s website for additional information.   
 
https://tax.ri.gov/resources/businesses/electronic-filing-mandate 
 
 YOU MAY BE SUBJECT TO A PENALTY FOR  
 FAILURE TO FILE RETURNS AND/OR REMIT  
        PAYMENTS VIA ELECTRONIC MEANS. 






PDF file checksum: 4294515032

(Plugin #1/9.12/13.0)