Form 150, Certificate Of Authority (Foreign Business Corporation R.I. Gen. Laws Chapter 7-1.2), is the application a corporation formed outside Rhode Island files with the Rhode Island Department of State, Business Services Division, to obtain a certificate of authority to transact business in the state. It is the form for foreign business corporations only; other foreign entity types use different forms. On FillingPDF you can fill out the form online and download or print the completed PDF; the agency publishes the original PDF and receives the filing through its own channels, described below.
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What is 150?
Form 150, Certificate Of Authority (Foreign Business Corporation R.I. Gen. Laws Chapter 7-1.2), is the application by which a foreign corporation asks the Rhode Island Department of State, Business Services Division, for a Certificate of Authority to transact business in Rhode Island.
The form is filed under Section 7-1.2-1405 of the General Laws of Rhode Island, 1956, as amended, and the packet includes a License Fee Worksheet prepared under Section 7-1.2-1602. The state describes the form as designed to meet the minimal statutory filing requirements; it is not a substitute for the advice of an attorney or tax specialist. All filings are public records under RIGL 38-2-1, et seq.
The application collects the corporation's name and state or country of incorporation, the date of incorporation and duration, its principal office, a Rhode Island registered agent, the purposes for doing business in the state, directors or principal officers, authorized shares, and two percentages (property and business located in Rhode Island) taken from the worksheet. It must be accompanied by a Certificate of Good Standing/Letter of Status from the home state or country.
This form is specific to foreign business corporations under Chapter 7-1.2. The Department of State's registration page lists separate filings for a foreign Limited Liability Company (Chapter 7-16), foreign Limited Partnership (Chapter 7-13.1) and foreign Limited Liability Partnership (Chapter 7-12.1).
Who needs to file 150?
A corporation incorporated under the laws of another state or country that wants to transact business in Rhode Island files Form 150. The authorized officer of the corporation completes and signs it.
- Name changes for Rhode Island use: a corporation whose home name lacks "corporation," "company," "incorporated," or "limited" (or an abbreviation such as "inc.," "co.," "corp.," or "ltd.") completes line 3(a). One whose name is unavailable in Rhode Island completes line 3(b) and files a Fictitious Business Name Statement, Form 624A, with the application.
- Engineering: an entity practicing engineering must include evidence of a current application with the Rhode Island Department of Business Regulation, Board of Design Professionals.
- Other regulated professions: the instructions say entities practicing medicine, land surveying, architecture, landscape architecture or accountancy must apply for licensing from the Rhode Island agency named in the instructions; Form 150 does not replace that licensing.
Do not use this form for a foreign LLC, limited partnership or limited liability partnership; the agency lists different forms for them.
When to file 150
The form prints no filing deadline of its own: you submit it when the foreign corporation applies for authority to transact business in Rhode Island. The Certificate of Good Standing/Letter of Status that accompanies it must be dated within 60 days of the filing date, so order it shortly before you file.
On line 13 you choose Date received (Upon filing) or a later effective date, which must be no more than 90 days from the date of filing.
The Department of State says filing may take between one to three business days to process, and that submitting the form is not the last step of registration.
After approval, the entity must file an annual report each calendar year, excluding the year of incorporation, between February 1 and May 1. Failure to file it, or to maintain a registered agent or office, results in revocation proceedings. Every registered entity also has filing requirements with the Rhode Island Division of Taxation.
Documents you need
- Certificate of Good Standing/Letter of Status from the state or country of formation, dated within 60 days of the filing date; the corporate name on line 1 must match it.
- Form 624A, Fictitious Business Name Statement, only if the corporate name is not available in Rhode Island and you complete line 3(b); it is filed with this application.
- Evidence of a current application with the Rhode Island Department of Business Regulation, Board of Design Professionals, only if the entity practices engineering.
- License Fee Worksheet, completed to produce the percentages for lines 10 and 11; the worksheet states it is not a public document and will not be imaged.
- Filer Contact Information page, with every field completed, so the office can reach you if it needs more information to complete the filing.
- Payment of the filing fee: a check payable to RI Department of State by mail, or cash, credit card or check in person.
How to fill out 150
Gather the good standing certificate
Order a Certificate of Good Standing/Letter of Status from the state or country of formation, dated within 60 days of your filing date. You need its exact corporate name for line 1.
Enter name and place of incorporation
Line 1: the corporation's name, matching the good standing certificate. Line 2: the state or country under whose laws it was incorporated.
Complete line 3 only if needed
Line 3: the name to use in Rhode Island, if different. Use 3(a) to add a corporate ending, or 3(b) for a fictitious name when the name is unavailable, and file Form 624A with the application.
Give incorporation date and duration
Line 4: the date of incorporation and one box only. Check Perpetual (on-going), or Date certain for dissolution only if a dissolution date is designated in the home jurisdiction.
Enter principal office and registered agent
Line 5: the address of the principal office. Line 6: the initial registered agent's name and a Rhode Island street address, city/town, state and ZIP code; no P.O. Box.
State the Rhode Island business purpose
Line 7: write the specific purpose or purposes for transacting business in Rhode Island.
List directors and principal officers
Line 8(a): directors' names and addresses (optional unless the home state or country requires directors). Line 8(b): the President, Vice President, Treasurer and Secretary, mandatory if you did not complete 8(a); check the attachment box if you add pages.
Enter authorized shares
Line 9: the number of shares the corporation may issue, itemized by class, series and par value or no par value. If unsure, contact the state where the corporation was formed.
Complete the License Fee Worksheet
On the worksheet, estimate total property value and Rhode Island property value (1a, 1b) and total and Rhode Island business (2a, 2b). Divide b by a and multiply by 100 for the percentages (1c, 2c), then enter them on lines 10 and 11.
Choose the effective date
Line 13: check Date received (Upon filing) or Later effective date, which must be no more than 90 days from the date of filing.
Sign, date and add contact details
Line 14: an Authorized Officer types or prints their name, dates the form and signs it. Then complete every field on the Filer Contact Information page.
Review and download the completed PDF
Check each line against the good standing certificate and the instructions, then download or print the completed PDF from FillingPDF and assemble the package described under How to submit.
How to submit 150
You can file Form 150 by mail, in person at the Business Services Division, or online through the Department of State's registration page.
- By mail: send the signed application, the Certificate of Good Standing/Letter of Status and a check payable to RI Department of State to: Division of Business Services, 148 W. River Street, Providence, Rhode Island 02904-2615.
- In person: Business Services Division, 148 W. River Street, Ste. 1, Providence, RI 02904. In person you may pay by cash, credit card or check.
- Online: the Department of State's registration page lists a File Online option and instructions for a Foreign Business Corporation. Have a scanned PDF of the good standing certificate ready for upload, and of the engineering approval letter if the entity offers engineering services.
A filing fee applies; the form prints the minimum, so confirm the current amount with the office. Form 624A, when required, carries its own filing fee. Questions: (401) 222-3040, Monday through Friday, 8:30 a.m. to 4:30 p.m., or [email protected].
A successful filing is not confirmed by mail. Search the Corporate Database by entity name or ID number, open the entity record, and choose All Filings, then View Filing to print the record. Filings that cannot be processed are posted online and then returned. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Submitting a handwritten or illegible form; the instructions say the document should be typed and that all illegible documents will be rejected.
- Entering a corporate name on line 1 that does not match the name on the Certificate of Good Standing/Letter of Status.
- Attaching a Certificate of Good Standing/Letter of Status dated more than 60 days before the filing date.
- Giving a P.O. Box as the registered agent address on line 6; a Rhode Island street address is required.
- Leaving out Form 624A when you use line 3(b) because the corporate name is unavailable in Rhode Island.
- Checking "Date certain for dissolution" on line 4 when the home state or country has no designated dissolution date; it applies only if one exists, otherwise check Perpetual.
- Choosing a later effective date on line 13 that is more than 90 days after the filing date.
- Filing without the signature and date of an Authorized Officer on line 14.
- Skipping the Filer Contact Information page, where all fields are required.
Frequently asked questions
What is a certificate of authority in Rhode Island?
It is the document that lets a foreign corporation transact business in Rhode Island. A foreign business corporation applies for it on Form 150 with the Department of State, Business Services Division, under R.I. Gen. Laws Section 7-1.2-1405.
Who files Form 150?
A business corporation formed under the laws of another state or country that wants to transact business in Rhode Island. A foreign LLC, limited partnership or limited liability partnership uses a different filing listed on the Department of State's registration page.
What must I attach to the certificate of authority application?
A Certificate of Good Standing/Letter of Status from the home state or country, dated within 60 days of filing. Add Form 624A if the name is unavailable in Rhode Island, and engineering evidence if the entity practices engineering.
Can I file Form 150 online?
Yes. The Department of State's registration page lists a File Online option for a Foreign Business Corporation. Have scanned PDFs of the good standing certificate, and any engineering approval letter, ready for upload. You can also file by mail or in person.
How long does it take to process a certificate of authority filing?
The Department of State says a filing may take between one to three business days to process. Successful filings are not confirmed by mail; check the Corporate Database. Filings that cannot be processed are posted online and returned.
Where do I mail Form 150?
Mail it to Division of Business Services, 148 W. River Street, Providence, Rhode Island 02904-2615, with a check payable to RI Department of State. In person, go to the Business Services Division, 148 W. River Street, Ste. 1, Providence, RI 02904.
Can I choose a later effective date on Form 150?
Yes. On line 13 check Later effective date instead of Date received (Upon filing). The date must be no more than 90 days from the date of filing.
What happens after the certificate of authority is approved?
The entity must file an annual report each calendar year, except the year of incorporation, between February 1 and May 1. Failing to file it or to keep a registered agent leads to revocation proceedings. It also has Division of Taxation filing requirements.
Can I fill out Form 150 on FillingPDF and file it there?
You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service and does not file the form: you submit it to the Rhode Island Department of State by mail, in person or through the agency's online filing.
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