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                                 2022 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.                                                                             Returns must be filed with: 
Pass-through withholding requirements:                                                       Rhode Island Division of Taxation 
Pass-Through Entities such as “S” corporations, general partnerships, limit-                 One Capitol Hill, Suite 9 
ed partnerships, limited liability partnerships, trusts or limited liability compa-          Providence, RI 02908-5811 
nies that are not taxed as corporations for federal  tax purposes are required 
to withhold from the member’s share of income of the entity which is derived        A return is considered timely filed if it is mailed so as to bear a U.S. postmark 
from or attributable to sources within this state distributed to each nonresi-      on or before the applicable due date.  
dent member and pay the withheld amount to the tax division at either the 
highest individual rate or seven percent (7%) for corporations.  A pass-            When the due date for filing Form RI-1120C, Form RI-1120S or Form RI-1065 
through entity is not required to withhold tax for a nonresident member if:         falls on a Saturday, Sunday, or a Rhode Island legal holiday, the filing is due 
                                                                                    on the next business day.  
  1. the member has  a pro rata or distributive share of income from the
  pass-through entity from doing business in this state of less than
  $1,000.00 per annual accounting period, or
                                                                                    3. EXTENSION OF TIME FOR FILING:
  2. the tax administrator has determined by regulation, ruling or instruction
  that the member’s income is not subject to withholding, or                        An automatic extension of time for the filing of  Form RI-1120C, Form RI-
                                                                                    1120S or Form RI-1065 may be requested using Form RI-7004.  The exten-
  3. the member elects to have the tax due paid as part of a composite              sion request may be granted provided Form RI-7004 is filed together with a 
  return filed by the pass-through entity, or                                       payment equal to the full amount of tax reasonably estimated to be due for 
                                                   DRAFT the taxable year based on income, or the minimum tax of $400.00, whichev-
  4. the entity is a publicly traded partnership as defined by section              er shall yield the greater tax.  
  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             Extension requests: 
  an annual information return reporting the name, address, taxpayer                Automatic six (6) month extension for filers of Form RI-1120C (except for fil-
  identification number and other information requested by the tax admin-           ers with a June 30 fiscal year end), Form RI-1120S or Form RI-1065 (LLC, 
    istrator of each unit holder with an income in this state in excess of          LLP, LP, Partnership, SMLLC). 
    $400.00.                                                                        Automatic seven (7) month extension for June 30 year end filers of Form RI-
                                                                                    1120C. 
Pass-through Entity Election Tax - Effective January 1, 2019 
New legislation effective for tax years starting on or after January 1, 2019        Payment of a minimum amount if a larger amount is due will void the 
allows a pass-through entity which normally would not pay tax on its                extension. 
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-12/06/2022
through entity must file Form RI-PTE and pay the tax due on its net                 4. PAYMENT OF TAX:
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           The balance of tax shown on the return to be due must be paid in full with 
include the tax paid on Schedule W along with any Rhode Island withhold-            the return. Failure to pay the tax on time will subject the taxpayer to an 
ing AND claim as an Increasing modification on Schedule M, line 2h.  Both           assessment of interest and penalties. 
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      Interest Generally 
RI Division of Taxation’s website at www.tax.ri.gov and in “FAQs on entity-
level tax for pass-through entities”.                                               Any tax not paid when due is subject to interest from the time the tax was 
                                                                                    originally due at the rates of 18% per annum (1.5% per month) prior to 
                                                                                    January 1, 2023, and 12% per annum (1.0% per month) on or after January 
                                                                                    1, 2023. 
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2022 Rhode Island Business Corporation Tax Return
GENERAL INSTRUCTIONS FOR FORM RI-1120C, FORM RI-1120S AND FORM RI-1065

Penalties - Failure to file returns on time 7. CHANGE IN NET INCOME BY FEDERAL
GOVERNMENT:
In case of failure to file a return within the time prescribed by law, or within
the extension period, there shall be added to the tax 5% of such tax if Any change in net income for any prior year directly affects the tax
delinquency is for not more than one month plus an additional 5% for each liability to the State of Rhode Island and such changes must be reported to
additional month or fractional part thereof during which such failure contin- the Tax Administrator within 60 days of final adjustment or determination.
ues not exceeding 25% in the aggregate. For tax years 2014 and prior, such changes must be reported using Form
RI-1120X. For tax years 2015 and forward, such changes must be reported
The law provides for the imposition of fines up to $5,000.00 for failure to file using Form RI-1120C, Form RI-1120S or Form RI-1065, whichever is appli-
the required returns or the filing of false or fraudulent returns. cable, and by checking the amended check box.

Penalties - Failure to pay tax on time
8. SUPPORTING SCHEDULES:
In case of failure to pay the tax with the return on or before the date
prescribed (determined with regard to any extension of time for payment) All schedules are to be firmly attached to the back of the return. Each sched-
there shall be added to the amount shown as tax on such return five-tenths ule must be clearly identified with the item which it supports. Write upon one
percent (0.5%) of the amount of such tax if the failure is for not more than side of the sheet only, so that schedule may be read
one month, plus an additional five-tenths percent (0.5%) for each additional without detaching from the return. If space permits, more than one
month or fractional part thereof during which such failure continues, not schedule may be placed on a single sheet.
exceeding 25% in the aggregate.

9. COMBINED RETURNS:
5. RATE OF TAX:
Seven percent (7%) of net income apportioned to Rhode Island; or a For tax years beginning on or after January 1, 2015, a business which is
minimum of $400.00, whichever amount shall yield the greatest tax. 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 –
Limited liability companies, limited liability partnerships, limited partnerships, a “unitary” business – must file a combined return with Rhode Island.
and single member limited liability companies not treated as a corporation on Under mandatory unitary combined reporting, R.I. Gen. Laws § 44-11-4.1, an
the federal level shall pay an annual charge equal to the minimum tax entity treated as a C corporation for federal income tax purposes must report
imposed upon a corporation under R.I. Gen. Laws § 44-11-2(e). 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
6. DECLARATION OF ESTIMATED TAX BY do so by filing Form RI-1120C, checking the box for Combined Return, and
CORPORATIONS: 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
Every corporation shall file a declaration of its estimated tax for the taxable year for federal income tax purposes, where such entity stands alone and has no
if its estimated tax for such taxable year can reasonably be expected to exceed affiliates or related companies, is notsubject to combined reporting. Please
$400.00. The entire amount of such estimated tax shall constitute the amount refer to the “Domestic and Foreign Corporations” section of these instruc-
of the advance required to be paid. The due dates and amounts of the install- tions for instructions on how to file for these entities.
ments are as follows: The 15th day of the 4th month of the taxable year (25%),
the 15th day of the 6th month of the taxable year (25%), the 15th day of the 9th See the most recent version of the Rhode Island Combined Reporting
month of the taxable year (25%) and the 15th day of the 12th month of the tax- Regulation for more information.
able year (25%)
DRAFT
Underpayment-Interest on declaration of estimated tax 10. CAPITAL INVESTMENT IN SMALL BUSINESSES

R.I. Gen. Laws § 44-43 provides a deduction for purposes of computing net
In case of any underpayment of the estimate by a corporation there shall be income under the Rhode Island Business Corporation Tax (R.I. Gen. Laws
added to the tax as the case may be for the taxable year, an amount § 44-11) for a qualifying investment in a certified venture capital partnership
determined at the rate of 18% per annum upon the amount of the underpay- and for credits to entrepreneurs of a qualifying business entity for certain
ment for the period of the underpayment. “The amount of the underpay- wages paid to employees of such entity.
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
(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 installment paid on or before the last date prescribed for payment.
The law provides for the assessment of a penalty of 5% of the tax imposed 12/06/2022
on such corporations for such taxable year for failure to file required estimat-
ed tax payments.

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