Rhode Island


Before transacting business in Rhode Island, a foreign corporation or limited liability shall register with the secretary of state. A foreign corporation or limited-liability company is not considered to be transacting business in Rhode Island by reason of carrying on any one or more of the following activities:

1) Maintaining or defending any action or suit or any administrative or arbitration proceeding or effecting its settlement or the settlement of claims or disputes;
2) Holding meetings of its members or carrying on any other activities concerning its internal affairs;
3) Maintaining bank accounts;
4) Maintaining offices or agencies for the transfer, exchange and registration of the foreign, limited-liability company’s own securities or maintaining trustees or depositories with respect to those securities;
5) Effecting sales through independent contractors;
6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance outside this state before becoming binding contracts;
7) Creating as borrower or lender or acquiring evidences of debt, mortgages, security interests or liens on real or personal property;
8) Securing or collecting debts or enforcing any rights in property securing the debts;
9) Transacting any business in interstate commerce;
10) Conducting an isolated transaction completed within a period of thirty (30) days and not in the course of a number of repeated transactions of like nature;
11) Acting as a general partner of a limited partnership that has filed a certificate of limited-partnership; and
12) Acting as a member of a limited-liability company or of a foreign, limited-liability company that has registered with the secretary of state.

Wayfair Nexus

A remote seller who lacks a physical presence in Rhode Island and who operates a website or other digital medium or media to execute sales to purchasers of property subject to sales or use taxes in this state, or who uses a multivendor marketplace platform that acts as an intermediary by facilitating sales between a seller and the purchaser of property subject to sales or use taxes in this state, shall be deemed to be engaged in business in this state if:

(a) Such retailer made total retail sales of property in this state that exceeded one hundred thousand dollars ($100,000) in the previous or current tax year; or
(b) Such retailer made retail sales in this state in two hundred (200) or more separate transactions in the previous or current calendar year.


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