Rhode Island taxes personal income (Graduated, 3 brackets from 3.75% to 5.99%), and LLCs owe Annual Minimum Business Corporation Tax. A Wyoming holding company does not erase Rhode Island's own entity-level obligations on a Rhode Island subsidiary, but it can still add liability separation and keep the parent's ownership off Rhode Island's public LLC filings.
Every Rhode Island LLC — single-member, multi-member, profitable or not, S-Corp-elected or default — owes at least the $400 Annual Minimum Business Corporation Tax. There's no exemption for small or inactive entities the way many states carve out for pre-revenue businesses. This is a distinctive feature; nearly all other states in this guide don't charge a flat minimum tax on a standard pass-through LLC at all.
The general federal tax treatment of holding companies (consolidated filings, dividends-received deductions, and the like) is set at the federal level and does not change state to state — what changes is the entity-level tax Rhode Island itself charges an LLC or corporation formed or registered there.
Rhode Island does not impose a graduated entity-level income tax on pass-through LLCs, and there is no traditional franchise tax. What it does impose is a $400 annual minimum tax on every LLC filing Form RI-1065, regardless of revenue. Income earned by operating subsidiaries flows up through the holding company and is taxed to members on their individual Rhode Island returns at a flat 3.75% rate. The structural caution is the minimum tax: because it attaches to each LLC rather than to the consolidated group, a parent and two subsidiaries carry $1,200 in minimum tax before counting the $150 in Annual Reports or any registered agent service.
Rhode Island corporations pay a business corporation tax of 7% on net income apportioned to Rhode Island, subject to a $400 minimum tax that is due every year regardless of profit or activity (R.I. Gen. Laws § 44-11-2). The tax is reported on Form RI-1120C, due the 15th day of the fourth month after the fiscal year ends. Separately, a $50 Annual Report is filed with the Secretary of State. Rhode Island imposes no separate franchise or net-worth tax — the $400 floor is the practical annual minimum.
Rhode Island LLCs must file Annual Report with Rhode Island Secretary of State, due Filing window February 1 through May 1 each year, with a fee of $50.
This $50 Annual Report is entirely separate from the $400 minimum tax owed to the Division of Taxation — don't conflate the two, since they're different filings to different agencies with different deadlines. The Secretary of State has authority to administratively dissolve LLCs that don't file.
A common structure pairs a Wyoming LLC as the parent with a Rhode Island entity handling operations, holding property, or running a Rhode Island-facing business.
The Rhode Island entity still owes whatever Rhode Island itself charges — Annual Minimum Business Corporation Tax — regardless of where its parent is formed; pairing it with a Wyoming LLC does not change the Rhode Island subsidiary's own filing or tax obligations. What the Wyoming parent adds is liability separation, and the Wyoming company's own ownership stays out of Rhode Island's public LLC filings.
For more on the general structure, see the Wyoming holding company guide and how to set one up.
Tax agency reference: Rhode Island Division of Taxation (tax.ri.gov). Corporate filings: RI Division of Taxation.
Note: Tax rates, fees, and thresholds shown here reflect state tax research last verified July 2026; reconfirm current figures directly at tax.ri.gov before relying on them for a specific filing.
Rhode Island's tax treatment of a holding structure comes down to its personal income tax (Graduated, 3 brackets from 3.75% to 5.99%) and its Annual Minimum Business Corporation Tax. If you have questions about structuring a Wyoming-Rhode Island holding arrangement, reach out through our contact form.
If you have questions about structuring a Wyoming-Rhode Island holding arrangement, reach out through our contact form or call +1 (307) 683-0983 to speak with one of our experienced Business Success Advisors. Visit our homepage and blog for more.