New Jersey vs Rhode Island LLC: fees, taxes, and which to pick
Data last updated: Apr 21, 2026New Jersey charges $125 to form an LLC; Rhode Island charges $150. Day-one sticker price is only part of the story, since most of the real cost comes from the annual obligations that stack up each year you keep the LLC open.
Over a rolling three-year window, New Jersey runs about $1,150 less in total state fees than Rhode Island. Whether that gap matters depends on whether you actually operate in one of these states or are weighing a non-resident filing.
Rhode Island imposes an entity-level annual tax on every LLC ($400 minimum). New Jersey does not. For pass-through LLCs that would otherwise owe nothing at the state level, that minimum is the deciding line.
On speed, Rhode Island typically clears standard online filings faster than New Jersey. Both states offer expedited tiers at an additional cost for filers on tight timelines.
For most small operators the choice is not really between these two states at all. It is between forming where the business actually operates and trying to route through a non-resident filing. The data below shows what each option actually costs.
Key differences at a glance
- New Jersey costs $25 less to form ($125 vs $150).
- New Jersey is $375 per year cheaper to maintain ($175 vs $550).
- Rhode Island imposes an entity-level franchise or LLC tax that applies to pass-through LLCs. New Jersey does not.
Where each state fits
For most filers, forming in the state you actually operate from is the right call. The side-by-side below shows where the two states meaningfully diverge.
What each state offers that the other does not
Only New Jersey
- Paid expedited tier
- No entity-level franchise or LLC tax
Both states
- Online filing
- No publication requirement
- Operating agreement not statutorily required
Three-year cost, side by side
Rough estimate of the state-facing cost to form and keep an LLC through three years. Both totals include a $100 per year registered-agent estimate.
Running total includes the one-time filing fee and annual ongoing costs (report fee or franchise tax plus a $100/year registered agent estimate).
What it costs under your specific situation
The table below runs the same LLC through four common scenarios. "Non-resident" rows assume a typical home-state foreign LLC registration adds about $200 per year of stacked cost; the real number depends on which state you live in and ranges from $50 to over $800 depending on jurisdiction.
| Scenario | Year 1 | Each year after | 3-year total |
|---|---|---|---|
| You live in New Jersey, business operates there No foreign LLC registration needed. You pay New Jersey fees only. | $300 | $175 | $650 |
| You live in Rhode Island, business operates there No foreign LLC registration needed. You pay Rhode Island fees only. | $700 | $550 | $1,800 |
| Non-resident forming in New Jersey with operations elsewhere You pay New Jersey's fees plus a typical home-state foreign LLC registration of about $200 per year. | $500 | $375 | $1,250 |
| Non-resident forming in Rhode Island with operations elsewhere You pay Rhode Island's fees plus a typical home-state foreign LLC registration of about $200 per year. | $900 | $750 | $2,400 |
New Jersey vs Rhode Island: full comparison
| Dimension | New Jersey | Rhode Island |
|---|---|---|
| Online filing Can you file the formation document online? | Yes | Yes |
| Online approval time Standard, non-expedited | 3 business days | 2 business days |
| Expedited option Paid fast-track filing | $25 | Not offered |
| Annual report Required in addition to tax | Required, $75 | Required, $50 |
| State-imposed annual tax Franchise, privilege, or LLC tax minimum | None | $400 minimum |
| State income tax On pass-through LLC income at member level | Yes | Yes |
| Publication requirement Newspaper publication after formation | No | No |
| Operating agreement Required by state statute | Recommended, not required | Recommended, not required |
| Foreign LLC fee Cost to register as a foreign LLC in this state | $125 | $150 |
| State sales tax General statewide rate | 6.6% | 7.0% |
Taxes in New Jersey and Rhode Island
How each state handles entity-level tax on LLCs. Pass-through classification means member-level income tax also applies at each member's residence state.
New Jersey tax
No entity-level franchise tax on LLCs. State income tax applies to member-level pass-through income. Corporate rate 9.0%.
Rhode Island tax
$400 minimum annual tax (flat basis). State income tax applies to member-level pass-through income. Corporate rate 7.0%.
Ongoing compliance
The recurring filings each state requires after formation.
New Jersey
Annual report $75, due on your anniversary month. Registered agent required in New Jersey.
Rhode Island
Annual report $50, due 05/01 each year. Registered agent required in Rhode Island.
Formation process, side by side
What actually happens from the moment you start filing to the moment you're in good standing. Use this as a checklist.
New Jersey
- Check business-name availability on the New Jersey entity search.
- Appoint a registered agent with a physical New Jersey street address.
- File Public Records Filing for New Business Entity (Certificate of Formation) for $125.
- Wait for approval. Online typically 3 business days. Paid expedite from $25.
- Adopt an operating agreement (recommended, not required by New Jersey statute).
- Apply for a federal EIN (free from the IRS).
- Open a business bank account to separate personal and business finances.
- File your first annual report and pay $75 when it comes due.
Rhode Island
- Check business-name availability on the Rhode Island entity search.
- Appoint a registered agent with a physical Rhode Island street address.
- File Articles of Organization (Form 400) for $150.
- Wait for approval. Online typically 2 business days. No paid expedite offered.
- Adopt an operating agreement (recommended, not required by Rhode Island statute).
- Apply for a federal EIN (free from the IRS).
- Open a business bank account to separate personal and business finances.
- File your first annual report and pay $50 when it comes due.
Before you pick either state
A few things that apply no matter which state you choose. These trip up enough first-time filers that they're worth stating explicitly.
Registered agent is non-negotiable. Both New Jersey and Rhode Island (and every other US state) require every LLC to designate a registered agent with a physical street address in the state of formation. You can serve as your own agent if you live in the state; otherwise a commercial agent runs $50 to $125 per year. Using your own home address makes it part of the public record.
Forming elsewhere does not escape your home state's tax. If you live and operate a business from your home state, forming the LLC in New Jersey or Rhode Island does not avoid your home state's income tax. The moment you transact business at home, your home state requires a foreign LLC registration, and state tax liability follows your residence regardless of where the entity sits on paper.
EIN applications are free. The IRS issues Employer Identification Numbers directly at no cost. Any service charging you to "get your EIN" is reselling a free form submission. Single-member LLCs with no employees technically don't need one for federal tax, but nearly every bank requires an EIN to open a business account.
Operating agreement matters more than the state you pick. A well-drafted operating agreement governs member ownership, management, profit splits, buy-sell terms, and dissolution. Without one, your LLC runs on the state's default rules, which are rarely what you want. California, Maine, Missouri, and New York require a written one by statute; every other state treats it as strongly recommended.
Agency contacts
New Jersey Division of Revenue and Enterprise Services
- Website
- www.nj.gov/treasury/revenue
- Phone
- (609) 292-9292
- NJ Division of Revenue, P.O. Box 252, Trenton, NJ 08646-0252
- Office
- 33 West State Street, 5th Floor, Trenton, NJ 08608
- Hours
- 8:30 AM to 4:30 PM Eastern, Monday to Friday
Rhode Island Department of State, Business Services Division
- Website
- www.sos.ri.gov/divisions/business-services
- Phone
- (401) 222-3040
- corporations@sos.ri.gov
- 148 W. River Street, Providence, RI 02904-2615
- Hours
- 8:30 AM to 4:30 PM Eastern, Monday to Friday
New Jersey Division of Taxation
- Website
- www.nj.gov/treasury/taxation
- Phone
- (609) 292-6400
- NJ Division of Taxation, P.O. Box 248, Trenton, NJ 08646-0248
- Office
- 3 John Fitch Way, Trenton, NJ 08611
- Hours
- 8:30 AM to 4:30 PM Eastern, Monday to Friday
Rhode Island Division of Taxation
- Website
- tax.ri.gov
- Phone
- (401) 574-8829
- Tax.Corporate@tax.ri.gov
- One Capitol Hill, Providence, RI 02908
- Hours
- 8:30 AM to 3:30 PM Eastern, Monday to Friday
Frequently Asked Questions
-
Is it cheaper to form an LLC in New Jersey or Rhode Island?
New Jersey is cheaper at formation ($125) than Rhode Island ($150). Ongoing costs are also different: $175 vs $550 per year. Total over three years: $650 vs $1,800.
-
Can I form an LLC in New Jersey if I live in Rhode Island?
Yes, but your Rhode Island business will almost certainly need to register as a foreign LLC in Rhode Island too, which means paying Rhode Island's foreign registration fee and any ongoing Rhode Island obligations on top of the New Jersey ones. The "form elsewhere to save" math usually doesn't work for operating businesses; it only works when you have no physical operations tied to any specific state.
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How long does it take to form an LLC in New Jersey vs Rhode Island?
New Jersey online: 3 business days; Rhode Island online: 2 business days. New Jersey offers paid expedite from $25. Rhode Island does not offer paid expedite.
-
Which state has lower taxes for an LLC, New Jersey or Rhode Island?
New Jersey: state income tax applies to member-level pass-through income, no entity-level franchise or LLC tax. Rhode Island: state income tax applies to member-level pass-through income, plus a $400 minimum entity-level tax.
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Do both states require a registered agent?
Yes. Every US state (and DC) requires every LLC to maintain a registered agent with a physical street address in the state. New Jersey and Rhode Island both have this requirement. You can serve as your own agent if you live in the state; most out-of-state filers use a commercial agent for $50 to $125 per year.
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Which state should I pick if I run an online business from home?
Form in the state you actually live in. Your home state's Department of Revenue treats your residence as nexus regardless of where the LLC is filed, which means you owe state income tax there anyway. Forming in New Jersey or Rhode Island to escape your home state's tax doesn't work; it adds paperwork. The non-resident filings make sense when you genuinely operate nowhere in particular: international founders, purely passive holding entities, or real-estate LLCs owning property in other states.
Full state guides
More New Jersey and Rhode Island comparisons
More New Jersey vs ...
Sources
- Filing fee: www.nj.gov/treasury/revenue/fees.shtml · verified April 21, 2026
NJ Division of Revenue and Enterprise Services fee schedule: Certificate of Formation (domestic LLC) = $125. Same fee applies whether filing online, by mail, in person, or by fax. - Expedited filing: www.nj.gov/treasury/revenue/fees.shtml · verified April 21, 2026
NJ DORES expedited (over-the-counter) fee schedule: $25 per filing for standard expedited/OTC, $50 same-day fax, $500 2-hour service, $1,000 1-hour service. Report $25 OTC as the cheapest expedited tier. Online standard filings typically process within 1–3 business days without a separate expedite charge. - Certificate of Formation form: www.njportal.com/dor/businessformation/home/welcome · verified April 21, 2026
New Jersey does not publish a single fillable Certificate of Formation PDF specifically for LLCs. Formation is accomplished via the online 'Business Formation' portal (Public Records Filing for New Business Entity). Form L-102 is used only for amendments. Paper filers draft their own certificate per N.J.S.A. 42:2C-18. - Business name search: www.njportal.com/DOR/BusinessNameSearch/Search/BusinessName · verified April 21, 2026
New Jersey Business Name Search, operated by the Division of Revenue and Enterprise Services. Used to check name availability before filing a Certificate of Formation. - Operating agreement requirement: law.justia.com/codes/new-jersey/title-42/section-42-2c-11/ · verified April 21, 2026
N.J.S.A. 42:2C-11 defines and governs the operating agreement under the New Jersey Revised Uniform Limited Liability Company Act (RULLCA). Agreements may be written, oral, or implied; the statute does not require an LLC to adopt one. Default RULLCA provisions fill gaps. Justia is used as a neutral statute mirror because the legislature's official site (pub.njleg.gov) is often WAF-blocked. - Publication requirement: www.nj.gov/treasury/revenue/gettingregistered.shtml · verified April 21, 2026
New Jersey does not require LLCs to publish a notice of formation. Neither N.J.S.A. 42:2C-18 nor the DORES 'Getting Registered' guide imposes any newspaper-publication obligation. - Foreign LLC registration fee: www.nj.gov/treasury/revenue/fees.shtml · verified April 21, 2026
NJ DORES fee schedule: Certificate of Registration (foreign LLC) = $125. - Annual report fee: www.nj.gov/treasury/revenue/busrecords.shtml · verified April 21, 2026
NJ Annual Report filing fee for domestic and foreign LLCs = $75. Due on the last day of the LLC's anniversary month each year via the online Annual Report portal at njportal.com/DOR/annualreports. - Franchise tax: www.nj.gov/treasury/taxation/prntpart.shtml · verified April 21, 2026
NJ Division of Taxation Partnership Returns page and TB-55. LLCs taxed as partnerships pay a $150 per-owner Partnership Filing Fee (cap $250,000) with Form NJ-1065 under N.J.S.A. 54A:8-6. This is a filing fee, not a franchise tax, and it does not apply if the LLC elects C-corp treatment (which instead triggers the Corporation Business Tax). We record franchiseTax.applies = false because the state does not label or structure this as a franchise tax and it is capped at a per-owner count, not an entity minimum. - Corporate income tax rate: www.nj.gov/treasury/taxation/corp_over.shtml · verified April 21, 2026
NJ Division of Taxation Corporation Business Tax: tiered rates 6.5% (ENI ≤ $50k), 7.5% (ENI $50k–$100k), 9.0% (ENI > $100k). A 2.5% Corporate Transit Fee (CTF) applies on top of the 9% rate for taxpayers with allocated taxable net income above $10M, enacted 2024 and codified at N.J.S.A. 54:10A-5.41. We record the statutory 9% rate in the field; combined effective top rate of 11.5% is noted in taxes.notes. - Sales tax rate: www.nj.gov/treasury/taxation/businesses/salestax/index.shtml · verified April 21, 2026
NJ Division of Taxation Sales and Use Tax: statewide rate 6.625% since 2018 (N.J.S.A. 54:32B-3). No general local sales tax; Urban Enterprise Zones tax at half rate (3.3125%) on qualifying in-person sales, and Atlantic City imposes additional luxury/tourism taxes on specific purchases. - Filing fee: www.sos.ri.gov/divisions/business-services/ri-business/start-your-rhod… · verified April 21, 2026
RI Department of State, Start Your Rhode Island Business page. Business Structure table lists Limited Liability Company (R.I. Gen. Laws Chapter 7-16) filing fee at $150 (paper or online). Online filings add a $6 enhanced access fee for a total of $156. - Filing fee: docs.sos.ri.gov/documents/BusinessServices/400-articles-of-organizatio… · verified April 21, 2026
RI Form 400 Articles of Organization for a Domestic Limited Liability Company (Revised 03/2026). States Filing Fee: $150.00. Instructions cite Section 7-16-6 of the General Laws of Rhode Island. - Expedited filing: www.sos.ri.gov/divisions/business-services/ri-business/start-your-rhod… · verified April 21, 2026
Rhode Island does not publish a paid expedited service tier for LLC Articles of Organization. Standard online filings are generally processed within 1 to 3 business days; in-person submissions at 148 W. River Street can be processed same day. Recorded as offered: false. - Annual report fee: www.sos.ri.gov/divisions/business-services/ri-business/file-your-annua… · verified April 21, 2026
RI Department of State Annual Report page. LLCs file Form 632 between February 1 and May 1 each year (starting the year after registration). Base filing fee $50, plus $2.50 enhanced access fee if filed online. $25 late penalty applied June 1 (plus $3 online filing fee). - Franchise tax: www.sos.ri.gov/divisions/business-services/business-basics/costs-and-f… · verified April 21, 2026
RI Department of State Costs and Fees page confirms every Legal Business Entity (Corporation, LLC, Limited Partnership) owes a $400 minimum corporate tax annually to the RI Division of Taxation, regardless of whether business was conducted or profit was made, and the amount is not pro-rated. - Franchise tax: tax.ri.gov/tax-sections/corporate-tax/tax-filing-requirements · verified April 21, 2026
RI Division of Taxation Tax Filing Requirements. LLCs not treated as corporations federally (including single-member LLCs) file Form RI-1065 and owe the $400 minimum tax under R.I. Gen. Laws 44-11-2(e). LLCs taxed as C corporations owe the greater of $400 or 7% of apportioned net income. - Operating agreement requirement: webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-2.HTM · verified April 21, 2026
R.I. Gen. Laws section 7-16-2 defines operating agreement as any agreement, written or oral, of the members. Rhode Island does not require LLCs to adopt a written operating agreement. Recorded as operatingAgreementRequired: false. - Foreign LLC registration fee: docs.sos.ri.gov/documents/BusinessServices/450-application-for-registr… · verified April 21, 2026
RI Form 450 Application for Registration of a Foreign Limited Liability Company. Filing fee $150. Requires a Certificate of Good Standing (dated within 60 days) from the home state. - Publication requirement: www.sos.ri.gov/divisions/business-services/ri-business/start-your-rhod… · verified April 21, 2026
Rhode Island does not require newspaper publication for LLC formation. Not addressed in R.I. Gen. Laws Chapter 7-16 or the Department of State start-a-business guide. - Business name search: business.sos.ri.gov/corpweb/corpsearch/corpsearch.aspx · verified April 21, 2026
RI Corporate Database entity search. Use to confirm name availability before filing Form 400. - Sales tax rate: tax.ri.gov/tax-sections/sales-excise-taxes/sales-use-tax · verified April 21, 2026
Rhode Island statewide sales and use tax is 7%. No local option; the 7% rate applies uniformly across the state. - Corporate income tax rate: tax.ri.gov/tax-sections/corporate-tax · verified April 21, 2026
Rhode Island C corporation income tax is a flat 7% of apportioned net income, with a $400 minimum. Rate has been 7% since January 1, 2015.