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!
State of Rhode Island This legal document
Department of State - Business Services Division should be typed.
All illegible
Instructions for Filing documents
Application for Registration for a Foreign Limited Liability Company will be REJECTED.
Section 7-16-49 of the General Laws of Rhode Island, 1956, as amended
The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant statutory provision.
This form and the information provided are not substitutes for the advice and services of an attorney and/or tax specialist.

All filings are public records under RIGL 38-2-1, et seq. This means all information is available to the public by a variety of methods
including, without limitations, inspections at our office, telephone inquiries and electronically through our online database.

How to complete the form:
1. State the name of the limited liability company. It must 11. Check “Date received” unless you prefer that the
match the name on your Certificate of Good Standing/ Registration goes into effect at a later date than when
Letter of Status from the state or country of formation, it is received in this office. Any later date must be within
which must be attached to this form. Your entity name 90 days of filing.
must be distinguishable from any name on file in this 12. An Authorized Person MUST sign and date the form.
office. You may check name availability on our website;
however, this does not ensure the name will still be
available upon filing. If you are proposing a different How to pay the filing fee:
name for transacting business in Rhode Island, you may
The filing fee is payable either by mail via check made
write it in the second available space. In addition, check
payable to RI Department of State or in person via cash,
yes or no to indicate if this is a low-profit limited liability
credit card, or check at the Business Services Division, 148
company.
W. River Street, Ste. 1, Providence, RI 02904. Contact our
2. State the state or country under whose laws the limited office at (401) 222-3040 for further information.
liability company was organized.
3. State the date the original Articles of Organization were How to confirm your filing:
filed in the state or country of formation. Check the
appropriate box for the duration of the limited liability Entity records are retrievable and viewable through our
company. Check “date certain for dissolution” only if there website. Successful filings will NOT result in a mailed
is a designated dissolution date in the state of formation, confirmation. Filings that cannot be processed will be posted
otherwise, check “perpetual.” online and then returned. To confirm your submission and
obtain evidence of your filing:
4. State the name of the resident agent. The resident agent
is an individual or entity that will accept all legal service • Go to our Corporate Database.
for this entity. The agent must be a Rhode Island resident • Enter the name or ID number of your entity and click
or entity qualified to do business in this state. A Rhode “Search.”
Island street address is required, NOT a P.O. Box. In • Click on the link to your entity record, scroll down,
addition to all legal service of process, other important select “All Filings” and then “View Filing.”
correspondence from the state will be sent to this • Identify the desired type of filing and click on “PDF”
address. under “View PDF” to view and print the record.
5. State the specific purpose(s) for transacting business in
Rhode Island.
6. In the event that the resident agent cannot be contacted,
the Department of State will accept legal service of
process for the limited liability company.
7. State the office address required to be maintained in the
state or country of formation.
8. State the mailing address for the limited liability company.
9. Indicate whether the limited liability company will be
managed by its members or by one or more managers.
If it will be managed by managers, list their names and
respective addresses. DO NOT list members’ names.
10. A Certificate of Good Standing/Letter of Status from the
state or country of formation dated within 60 days of the
date of this filing must accompany this application.

FORM 450 - Revised: 12/2023

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                                                                                                               !
        State of Rhode Island                                                                      This legal document 
        Department of State - Business Services Division                                             should be typed.
                                                                                                         All illegible 
                                                                                                         documents 
Instructions for Filing (continued)                                                                  will be REJECTED.
Application for Registration for a Foreign Limited Liability Company 
Section 7-16-49 of the General Laws of Rhode Island, 1956, as amended.

How to maintain your status:                                   Evidence necessary for businesses providing 
                                                               professional services:
The entity is responsible for filing an annual report each 
calendar year, excluding the year of incorporation, between    Prior approval required for engineers:
February 1 and May 1. A courtesy reminder will be mailed       If the entity is engaged in the practice of engineering, at 
to the registered agent prior to February 1 of each year.      the time of filing, evidence of a current application with the 
Be sure to follow up with your registered agent concerning     Rhode Island Department of Business Regulation, Board 
the filing of this report. Failure to file an annual report or of Design Professionals (401) 462-9592 or bdp.ri.gov is 
maintain a registered agent/office will result in revocation   required.
proceedings. 
                                                               Professional liability insurance – all entities:
Every entity registered with the RI Department of State -      At the time of filing, the corporation is required to file a 
Business Services Division will have filing requirements with  certificate showing the corporation has obtained insurance 
the Rhode Island Division of Taxation, even if no business     against any liability imposed by law upon the corporation or 
is conducted within Rhode Island for a particular year. Your   its employees arising out of the performance of professional 
business may require additional licensing. Please visit our    services. See RIGL 7-5.1-8 for further information regarding 
website for further information.                               the insurance exclusions and limits.

Your entity may also be required to report (and update, if     Licensing requirements – all entities:
necessary) information about the business and its beneficial   If the entity is engaged in the practice of law, the applicant 
owners to the U.S. Department of Treasury’s Financial          must apply for a limited liability entity license from the Rhode 
Crimes Enforcement Network (FinCEN). Visit FinCEN.gov/         Island Supreme Court within thirty (30) days of filing with 
boi for more information.                                      the Department of State. You may contact the Rhode Island 
                                                               Supreme Court Clerk’s Office at (401) 222-3272 or courts.
                                                               ri.gov.

                                                               If the entity is engaged in the practice of medicine (see RIGL 
                                                               7-5.1-2 for all applicable disciplines) the applicant must apply 
                                                               for licensing from the Rhode Island Department of Health, 
                                                               Professional Regulation. You may contact the Rhode Island 
                                                               Department of Health at (401) 222-5960 or health.ri.gov.  

                                                               If the entity is engaged in the practice of land surveying, 
                                                               architecture or landscape architecture, the applicant must 
                                                               apply for licensing from the Rhode Island Department of 
                                                               Business Regulation, Board of Design Professionals at (401) 
                                                               462-9530 or bdp.ri.gov.

                                                               If the entity is engaged in the practice of accountancy, the 
                                                               applicant must apply for licensing from the Rhode Island 
                                                               Department of Business Regulation, Board of Accountancy 
                                                               at (401) 462-9500 or dbr.ri.gov.

                                                                                                   FORM 450 - Revised:  12/2023

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        State of Rhode Island
        Department of State - Business Services Division

Application for Registration
FOREIGN Limited Liability Company                                                                         STAMP 
        Filing Fee:  $150.00                                                                                 FOR
                                                                                                          SECRETARY OF STATE 
                                                                                                          USE ONLY

Pursuant to the provisions of RIGL 7-16-49, the undersigned foreign limited liability company hereby 
applies for a Certificate of Registration to transact business in the State of Rhode Island, and for that 
purpose submits the following statement:
1. The name of the limited liability company is:

Is this company organized in its state or country of formation as a low-profit limited liability company?       Yes         No 
The name, if different, under which it proposes to register and transact business in Rhode Island is:

2. The LLC is organized under the laws of:

3. The date of its organization is:

And the period of its duration is:  CHECK ONE BOX ONLY
Perpetual (on-going)

Date certain for dissolution ___________________________________________
4. The name and address of the resident agent/office in Rhode Island is:
Agent Name

Street Address (NOT a P.O. Box)

City/Town                               State                           Zip Code
                                                RHODE ISLAND
5. The purpose or purposes which it proposes to pursue in the transaction of business in Rhode Island are:

                                                                                                                             Check the box to indicate an attachment

MAIL TO:                                                                                                  STAMP 
Division of Business Services
148 W. River Street, Providence, Rhode Island 02904-2615                                                  FOR
Phone: (401) 222-3040                                                                                     SECRETARY OF STATE 
                                                                                                          USE ONLY
Website: www.sos.ri.gov 

                                                                                                     FORM 450 - Revised:  12/2023

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6. The RI Department of State is appointed the agent of the foreign limited liability company for service of process if, at
any time, there is no resident agent or if the resident agent cannot be found or served following the exercise of reasonable
diligence.
7. The address of the office required to be maintained in the state or country of its organization by the laws of that state or,
if not so required, of the principal office of the foreign limited liability company is:

8. The mailing address for the limited liability company is:

9. Management of the Limited Liability Company: CHECK ONE BOX ONLY

Members (Owners) OR Manager(s). Complete the chart below.
DO NOT complete the chart below.

MANAGER(S) NAME ADDRESS

Check the box to indicate an attachment
10. This application must be accompanied by a Certificate of Good Standing/Letter of Status from the state or country of
formation dated within 60 days of the date of filing.
11. Date when this application for Certificate of Registration will be effective: CHECK ONE BOX ONLY
Date received (Upon filing)

Later effective date (Date must be no more than 90 days from the date of filing) __________________________

Under penalty of perjury, I declare and affirm that I have examined this Application for Registration, including any
accompanying attachments, and that all statements contained herein are true and correct.
Type or Print Name of LLC Date

Signature of Authorized Person

If you have any questions, please call us at (401) 222-3040, Monday through Friday,
between 8:30 a.m. and 4:30 p.m., or email corporations@sos.ri.gov.
FORM 450 - Revised: 12/2023

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        State of Rhode Island
        Department of State - Business Services Division

Filer Contact Information
        
In the event our office needs more information in order to complete the filing of this document, we ask for the 
filer’s contact information. All fields are REQUIRED.

Name:                                                                               Date:

Proposed Entity Name:

Street Address:

City:                                                State:                         Zip Code:

Email Address:                                                                      Phone Number: 

If you have any questions, please call us at (401) 222-3040, Monday through Friday, 
between 8:30 a.m. and 4:30 p.m., or email corporations@sos.ri.gov.
                                                                                         FORM 450 - Revised:  12/2023

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