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2023 RI-1065 - Rhode Island Partnership Income Tax Return
SPECIFIC INSTRUCTIONS

INFORMATION SECTION: Form RI-1120C.
Enter the requested entity information on the top of the form, includ-
ing name, address, federal identification number, email address, (ii) If the LLP or LP is to be treated as a partnership for federal tax
NAICS code, type of return being filed, and if the entity is not a cal- purposes, it shall pay a fee equal to the minimum tax as defined under
endar year filer, enter the beginning and end dates of the entity’s fis- R.I. Gen. Laws § 44-11-2(e) and file Form RI-1065.
cal year.

In the "Entity type" section, LLPs check the “LLP” box, LPs check
Enter the following information in the corresponding boxes:
the “LP” box, and general partnerships check the “Partnership” box.
Gross Receipts:
Check only one box in this section. For example, if the entity type
The gross receipts from U.S. Form 1065, page 1, line 1a or other
is a SMLLC, check SMLLC, not LLC, and not both SMLLC and LLC.
applicable Federal form.

Depreciable Assets:
SCHEDULE A - COMPUTATION OF TAX
The depreciable assets from line 10a, column (c), Schedule L, U.S.

Form 1065, page 4 or other applicable Federal form.
TAXABLE INCOME

Total Assets:
Line 1 - Federal Taxable Income
Enter the total assets from line 15, column (d), Schedule L, U.S.
Enter the taxable income as it appears on Federal Form 1065,
Form 1065, page 4 or other applicable Federal form.
Schedule K, line 1 from the Analysis of Net Income (Loss) section

or line 31 from Federal Form 1040 or 1040-SR, Schedule C, or
RETURN DUE DATE:
other applicable Federal form.
For all filers except for calendar year and non-June 30 fiscal year

end single-member LLC filers, Form RI-1065 is due on or before the
Line 2 - Total Deductions
fifteenth day of the third month following the close of the taxable
Enter Total Deductions from page 2, Schedule B, line 1e.
year.

Line 3 - Total Additions
For calendar year and non-June 30 fiscal year end single-member
Enter Total Additions from page 2, Schedule C, line 1f.
LLC filers, Form RI-1065 is due on or before the fifteenth day of the

fourth month following the close of the taxable year.

APPORTIONED TAXABLE INCOME
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 4 - Adjusted Taxable Income
the final return to the request form and follow the instructions for
Subtract the total deductions amount on line 2 from the Federal
section V or VI. The final return and request form must be completed
Taxable Income amount on line 1. Add to that the total additions
through the date of withdrawal. When filing for dissolution or with-
amount on line 3.
drawal, an extension is not valid. Within thirty (30) days of the date

of the letter, it must be recorded with the Secretary of State.
Line 5 - Rhode Island Apportionment Ratio

Complete Schedule I on page 4. Enter the amount from Schedule

I, line 5.
LIMITED LIABILITY COMPANY FILERS:

Line 6 - Apportioned Rhode Island Taxable Income
(i) If the LLC is to be treated as a corporation for federal tax purpos- Multiply your adjusted taxable income amount from line 4 times the
es, it shall pay a tax the same as a “C” corporation and file Form RI- Rhode Island Apportionment Ratio from line 5.
1120C.
If the entity type is a general partnership, enter 0.00 on lines 7a
(ii) If the LLC is to be treated as a subchapter S corporation for fed- and 7b. No annual fee is due from an entity filing as a general
eral tax purposes, it shall pay a fee equal to the minimum tax as partnership. Form RI-1065 must still be filed even though no
defined under R.I. Gen. Laws § 44-11-2(e) and file Form RI-1120S. annual fee is due and must determine any pass-through with-
holding due on the Rhode Island source income of all nonresi-
(iii) All other LLCs shall pay a fee equal to the minimum tax as defined dent members.
under R.I. Gen. Laws § 44-11-2(e) and file Form RI-1065.
Line 7a - Rhode Island Annual Fee
Check the “LLC” box in the "Entity type" section. Enter the amount of $400.00 on this line. Pursuant to R.I. Gen. Laws
§ 44-11-2(e), the minimum tax imposed shall be $400.00
If the LLC is a single member LLC for federal tax purposes, check
the “SMLLC” box and NOT the “LLC” box in the "Entity type" section. 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 PARTNERSHIPS, LIMITED PARTNERSHIPS 42-64.11-5).
OR PARTNERSHIP FILERS:
Line 7c - Pass-Through Withholding
(i) If the LLP or LP is to be treated as a corporation for federal tax Enter Rhode Island Pass-Through Withholding from RI Schedule
purposes, it shall pay a tax the same as a “C” corporation and file PTW, Line 13.

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                 2023 RI-1065 - Rhode Island Partnership Income Tax Return 
                                           SPECIFIC INSTRUCTIONS - page 2

Starting with tax years beginning on or after January 1, 2023, pass-     (b) Penalty on the balance due 
through withholding for nonresident members will be calculated            
using RI Schedule PTW and included with Form RI-1065.                    For failure to file the return on time, a penalty at the rate of 5% 
                                                                         (0.0500) per month not to exceed 25% (0.2500) shall be assessed.  
Line 7d - Reserved for Future Use                                         
                                                                         For failure to pay the tax on time, a penalty at the rate of 0.5% 
Line 8a and 8b - Rhode Island Total Tax/Fee and Withholding              (0.0050) per month not to exceed 25% (0.2500) shall be assessed. 
Add lines 7a through 7d.                                                 Delinquency charge:  LLCs, LPs, and LLCs are subject to a $100.00 
                                                                         charge if the annual fee is not paid by the due date.  
Line 9a - Estimated Tax Payments                                          
Enter the total estimated tax payments made with respect to the          (c) Interest for underpayment of estimated taxes 
taxable year, if any, including any overpayment allowed from the         In the case of any underpayment of the estimated taxes by an entity 
preceding taxable year.                                                  there shall be added to the tax as the case may be for the taxable 
                                                                         year, an amount determined at the rate of 12% per annum upon the 
Line 9b - Rhode Island Pass-through withholding paid on enti-            amount of the underpayment for the period of the underpayment. 
ty’s behalf by another pass-through entity 
                                                                         The amount of the estimated payments made for the tax year must 
Enter the amount of any nonresident pass-through withholding 
                                                                         equal at least eighty (80%) percent of the current year tax amount, 
payments made on this entity's behalf by a pass-through entity of 
                                                                         or one hundred (100%) percent of the prior year tax amount, 
which this pass-through entity is a member/partner. This amount 
                                                                         whichever is less.  In addition, unless using the annualization of 
should equal the Total Pass-through Withholding Amount from RI 
                                                                         income method, total payments and withholding for each quarter 
Schedule PTW, Part C, line 14v.  RI Schedule K-1s must also be 
                                                                         must be at least equal to one quarter of the amount of tax in order 
attached reflecting the amount of income and withholding passed 
                                                                         to avoid underestimating interest.  An overpayment or underpay-
through to this pass-through entity from the pass-through entity of 
                                                                         ment from the immediately preceding quarter should be applied to 
which it belongs 
                                                                         the next quarter when determining the overpayment or underpay-
 
                                                                         ment for that quarter. 
NOTE: You must complete Part C of RI Schedule PTW in order to 
                                                                          
receive credit for any pass-through withholding that was paid for 
                                                                         Line 13 - Total Due with the Return 
your nonresident members by a higher tier pass-through entity 
                                                                         Add lines 11 and 12.  The amount is due and payable when the 
even if you have negative taxable income from that entity.               return is filed.  See the Electronic Mandate section at the end of 
                                                                         these instructions for information on how to file your return and remit 
Line 9c - Nonresident Real Estate Withholding                            payment. 
Enter the amount of Rhode Island income tax withheld on sales of          
real estate located in Rhode Island. Enter an amount here only if        Line 14 - Overpayment 
the nonresident real estate withholding was paid on behalf of the        If line 10 is more than line 8b, this is the amount of your overpay-
entity AND a breakdown of member(s)’s shares was not provided            ment.  If there is an amount due on line 12, subtract that amount 
to the Division of Taxation at the time of closing.                      from your overpayment.   
                                                                          
NOTE: Refer to the entity’s nonresident real estate withholding          If the amount on line 12 is more than your overpayment, enter the 
paperwork that was filed with the Division of Taxation.                  amount on line 13.  This amount is due and payable when the return 
                                                                         is filed. 
Line 9d - Other Payments                                                  
Enter the amount of all other tax payments (i.e. extension pay-          Line 15 - Amount to be Applied to 2024 Estimated Tax 
ment) made with respect to the taxable year                              Enter the amount of the overpayment from line 14 that is to be cred-
                                                                         ited against next year’s estimated tax. The amount on this line may 
Line 10 - Total Payments                                                 be adjusted by the Tax Administrator. 
Add the amounts from lines 9a through 9d..                                
                                                                         Line 16 - Amount to be refunded. 
Line 11 - Net Tax Due                                                    Subtract line 15 from line 14. 
Subtract the amount on line 10 from the amount on line 8b.                
                                                                          
Line 12 - Interest and Penalty Calculation                                         SCHEDULE B - DEDUCTIONS 
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 5, Schedule K of Federal 1065. 
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 to the actual date     long as depreciation lasts. 
of payment.                                                               
                                                                         Line 1c - Modification for Tax Incentives for Employers 
                                                                         Enter the amount of modification allowed under R.I. Gen. Laws § 44-

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2023 RI-1065 - Rhode Island Partnership Income Tax Return
SPECIFIC INSTRUCTIONS - page 3

55. Attach Form RI-107 and required documentation to the return. amount as a negative number.

Line 1d - Cash Basis Only - Deductions for Pass-Through Tax
Claimed SCHEDULE I - ALLOCATION FACTOR
Enter the amount of deductions allowed for Pass-Through Entity Tax
Claimed in prior year. Prior to considering your apportionment factors, Regulation
280-RICR-20-25-11 and R.I. Gen. Laws § 44-11-13 should be
Line 1e - Total Deductions considered to determine whether a company has the ability to
Add lines 1a through 1d. Enter here and on page 1, Schedule A, line apportion its Rhode Island adjusted taxable income. All
2. apportionment factors should be filled out even if your appor-
tionment is 100% Rhode Island.
If utilizing an alternative allocation apportionment as allowed
SCHEDULE C - ADDITIONS under R.I. Gen. Laws § 44-11-14.1, §44-11-14.2, §44-11-14.3,
§44-11-14.4, §44-11-14.5 or §44-11-14.6, check the box above
Line 1a - Interest the apportionment schedule.
Enter the gross amount of interest income received or accrued with
respect to all obligations of any state, territory or possession of the Line 1 - Average Net Book Value Factor
United States or any political subdivision of the foregoing, or the Real and tangible personal property owned is valued at book value.
District of Columbia other than Rhode Island or its political subdivi- Real and tangible personal property rented is valued at 8 times the
sions not included on line 5, Schedule K of Federal 1065. annual net rental rate. The annual net rental rate shall be reduced
(but not to less than zero) by the annual rental rate received from
Line 1b - Bonus Depreciation Adjustment subrentals.
Enter the entity’s bonus depreciation amount less its normal depre-
ciation amount. “Tangible personal property” means such property as machinery,
tools, implements, goods, wares, and merchandise. It does not
Line 1c - Intangible Addback include cash, shares of stock, bonds, notes, credits, or evidences of
Enter the total amount of interest expenses and costs and intangible an interest in property and evidences of debt.
expenses and costs that must be added back under R.I. Gen. Laws
§ 44-11-11(f). Line 2 - Receipts Factor
2a) 100% allocation to Rhode Island of the gross receipts from sales
Line 1d - Pass-Through Entity Tax Elected to be Paid of tangible personal property sold in the regular course of business
Enter the amount the Pass-Through Entity Tax Elected to be paid where Rhode Island (or any other state or place) is the place of origin
under R.I. Gen. Laws § 44-11-2.3. and Rhode Island is the destination. Sales of tangible personal prop-
erty are in Rhode Island if the property is delivered or shipped to a
Line 1e- Taxable portion of Paycheck Protection Program purchaser within this state regardless of the free on board (F.O.B.)
Enter the taxable portion of Paycheck Protection Program loan point or other conditions of the sale.
under R.I. Gen. Laws § 44-11-11.
Gross income from services is attributed to Rhode Island if the serv-
Line 1f - Total Additions ices are performed in Rhode Island.
Add lines 1a through 1e. Enter here and on page 1, Schedule A, line 3.
Pursuant to R.I. Gen. Laws § 44-11-14(a)(2)(i)(B), gross sales of tan-
gible personal property where shipments are made from an office,
SCHEDULE D - RHODE ISLAND CREDITS 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-
If the entity has credits passing through to its members, complete ed in the Receipts section of the Rhode Island apportionment column.
RI Schedule CR-PT - Other RI Credits for RI-1065 & RI-1120S filers. This gross receipts amount must be listed separately as shown on the
apportionment schedule.

SCHEDULE E – OTHER DEDUCTIONS TO 2b) Dividend income. This amount should not be included in 2(h).
FEDERAL TAXABLE INCOME
2c) Interest income. This amount should not be included in 2(h).
Line 1 - Elective Deduction for New Research and Development
Facilities - Refer to R.I. Gen. Laws § 44-32-1 for more details. 2d) Gross rental income from the leasing or renting of real and tangi-
ble personal property.
Line 2 - Capital Investment Deduction - R.I. Gen. Laws § 44-43-2
- Rhode Island General Laws provide for a deduction for purposes 2e) Royalty income associated with Rhode Island activities.
of computing net income in accordance with R.I. Gen. Laws § 44-11,
for investments in certified venture capital partnerships. Taxpayers 2f) Net income from the sale of real property, tangible personal prop-
claiming this deduction for investments in certified venture capital erty, or other capital assets not held by the taxpayer for sale to cus-
partnerships must provide copies of certification from the tomers in the regular course of business.
Department of Economic Development of the Venture Capital
Partnership. A recapture of a previously take deduction may be nec- 2g) Net income from the sale or disposition of securities or financial
essary under the law. This should be done by listing the recaptured obligations. Do not include related dividends or interest. Dividends

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                   2023 RI-1065 - Rhode Island Partnership Income Tax Return 
                                             SPECIFIC INSTRUCTIONS - page 4

and interest are reported on line 2(b) and 2(c).                        of income associated with the exception on the appropriate line 
                                                                        under Part B. 
2h) Gross income from all other receipts includes income from all        •     Cannot distribute funds due to Federal or State restrictions 
other sources (not listed above) and includes (but is not limited to)    •     Exempt from income tax 
receipts from patents, royalties, copyrights, commissions, dividends     •     Nonresident member(s) with less than $1,000.00 in Rhode 
and interest. Gross income from royalties is attributable to Rhode             Island source income 
Island to the extent that the patent or copyright is used in this state  •     All Rhode Island source income for the nonresident mem
by the person paying royalties to the taxpayer. A patent is used in            ber(s) is being reported on Form RI-1040C - Composite 
Rhode Island to the extent that it is employed in fabrication, manu-           Income Tax Return. 
facturing, production or other processing in Rhode Island or to the      •     A pass-through entity election was made and all Rhode 
extent that a patented product is produced in Rhode Island. A copy-            Island source income for the nonresident member(s) is 
right is used in Rhode Island to the extent that printing or other pub-        being reported on Form RI-PTE. 
lication originates in Rhode Island. Accordingly, all such gross         
income should be included in Schedule I, line 2(h), Column A. For       If the pass-through entity cannot distribute funds due to Federal or 
corporations organized under Rhode Island laws, all gross income        state restrictions, a statement explaining what is prohibiting the dis-
from interest and dividends must be shown on Schedule I, lines          tribution of the funds along with all of the corresponding RI K-1s con-
2(b&c), Column A.                                                       taining all required information. 
                                                                         
2i) Income exempt from federal taxation.                                If all the nonresident members of the pass-through entity have 
                                                                        Rhode Island source income less than $1,000.00, RI Schedule PTW 
Line 3 - Salaries and Wage Factor                                       must be filed reporting the Rhode Island source income of all non-
Schedule I, line 3, Column A represents that part of the total wages,   resident members on line 1, calculating the pass-through withhold-
salaries and other compensation to officers and employees paid or       ing due and listing the Rhode Island source income of all members 
incurred by the taxpayer during the taxable year which is assignable    on line 7.  All of the corresponding RI Schedule K-1s should show 
to offices, agencies, or places of business within the State of Rhode   the nonresident members’ withholding as zero. 
Island, or which is attributable to services performed in connection     
with the taxpayer’s activities or transactions within this state during Part A - Nonresident Rhode Island Source Income 
the taxable year.                                                       Calculation 
                                                                                                           
Line 4 - Rhode Island Ratios                                            Line 1 – Enter the pass-through entity’s apportioned Rhode Island 
Total the Rhode Island ratios from lines 1f, 2k and 3b.                 taxable income from RI-1065, line 6; RI-1120s, line 6. 
                                                                         
Line 5 - Allocation Factor                                              Line 2 – Enter the profit percentage or current year allocation per-
If dollar amounts for property, receipts and salaries exist in Column   centage of all members/partners that are nonresidents. 
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 3 – Multiply the apportioned Rhode Island taxable income on 
on line 4 must be divided by 2. If only one factor exists in Column B,  line 1 by the profit percentage or current year allocation percentage 
then the ratio on line 4 should be carried to line 5. Also, enter this  of all nonresident members/partners from line 2 to calculate Rhode 
ratio on page 1, Schedule A, line 5.                                    Island source income for all nonresidents. 
                                                                         
                                                                        Part B - Pass-through Withholding Calculation 
                    RI SCHEDULE PTW 
                                                                         
                                                                        Line 4 – Using the amount of Rhode Island source income for all 
For tax years beginning on or after January 1, 2023, Rhode Island       nonresidents from line 3, enter the amount attributed to nonresi-
pass-through withholding of a pass-through entity with nonresi-         dent members that are C Corporations on line 4a and the amount 
dent partners, members, beneficiaries and shareholders will be          attributed to nonresident members hat are Sub S Corporations, 
reported and calculated using RI Schedule PTW as part of Form           Individuals, LLCs, Partnerships and Trusts on line 4b. 
RI-1065 rather than using Form RI-1096PT. 
                                                                        Lines 4a and 4b must equal line 3. 
RI Schedule PTW is not required to be filed if there are no nonresi-     
dent members of the pass-through entity.                                For lines 5 through 9: Use the appropriate column(s) based on 
                                                                        entity type and enter the Rhode Island source of income of the 
The pass-through entity is required to include RI Schedule PTW          nonresident member(s) not subject to pass-through withholding on 
showing the amount of Rhode Island withholding for all nonresident      RI Schedule PTW. 
members for whom Rhode Island taxes are required to be withheld.         
This does not include any nonresident members who have elected          Column A: C Corporations 
to file a composite return using Form RI-1040C-NE or elected to file    Column B: Sub S Corporations, Individuals, LLCs, Partnerships 
on Form RI-PTE - Pass-through Entity Election.                          and Trusts. 
                                                                         
When submitting RI Schedule PTW with Form RI-1065, the pass-            Line 5 – Enter the amount of Rhode Island source income for all 
through entity must attach all corresponding RI Schedule K-1s  .        nonresident members of the pass-through entity which cannot be 
                                                                        distributed due to Federal or State restrictions. 
If any of the following exceptions apply to the pass-through entity,     
check the applicable box at the top of the form and enter the amount

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2023 RI-1065 - Rhode Island Partnership Income Tax Return
SPECIFIC INSTRUCTIONS - page 5

Line 6 – Enter the amount of Rhode Island source income for all
nonresident members of the pass-through entity exempt from tax. If you meet either of the above criteria you are required to file
returns and remit taxes electronically.
Line 7 – Enter the amount of Rhode Island source of income of
those nonresident members with income less than $1,000 net mod- Visit the RI Division of Taxation’s website for additional information.
ifications.
https://tax.ri.gov/resources/businesses/electronic-filing-mandate
Line 8 – Enter the amount of the Rhode Island source of income of
nonresident members being reported on Form RI-1040C -
Composite Income Tax Return.
YOU MAY BE SUBJECT TO A PENALTY FOR
Line 9 – Enter Rhode Island source of income of those nonresidents FAILURE TO FILE RETURNS AND/OR REMIT
being reported on Form RI-PTE - Pass-through Entity Election.
PAYMENTS VIA ELECTRONIC MEANS.
Line 10 – Rhode Island source income of nonresident members
subject to PT withholding
Column A, subtract the amounts from lines 5a - 9a from line 4a
Column B, subtract the amounts from lines 5b - 9b from line 4b

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 RI
Schedule K-1s 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.

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