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2023 RI-1065 - Rhode Island Partnership Income Tax Return
SPECIFIC INSTRUCTIONS

INFORMATION SECTION: Form RI-1120C.
Enter the requested entity information on the top of the form, includ-
ing name, address, federal identification number, email address, (ii) If the LLP or LP is to be treated as a partnership for federal tax
NAICS code, type of return being filed, and if the entity is not a cal- purposes, it shall pay a fee equal to the minimum tax as defined under
endar year filer, enter the beginning and end dates of the entity’s fis- R.I. Gen. Laws § 44-11-2(e) and file Form RI-1065.
cal year.

In the "Entity type" section, LLPs check the “LLP” box, LPs check
Enter the following information in the corresponding boxes:
the “LP” box, and general partnerships check the “Partnership” box.
Gross Receipts:
Check only one box in this section. For example, if the entity type
The gross receipts from U.S. Form 1065, page 1, line 1a or other
is a SMLLC, check SMLLC, not LLC, and not both SMLLC and LLC.
applicable Federal form.

Depreciable Assets:
SCHEDULE A - COMPUTATION OF TAX
The depreciable assets from line 10a, column (c), Schedule L, U.S.

Form 1065, page 4 or other applicable Federal form.
TAXABLE INCOME

Total Assets:
Line 1 - Federal Taxable Income
Enter the total assets from line 15, column (d), Schedule L, U.S.
Enter the taxable income as it appears on Federal Form 1065,
Form 1065, page 4 or other applicable Federal form.
Schedule K, line 1 from the Analysis of Net Income (Loss) section

or line 31 from Federal Form 1040 or 1040-SR, Schedule C, or
RETURN DUE DATE:
other applicable Federal form.
For all filers except for calendar year and non-June 30 fiscal year

end single-member LLC filers, Form RI-1065 is due on or before the
Line 2 - Total Deductions
fifteenth day of the third month following the close of the taxable
Enter Total Deductions from page 2, Schedule B, line 1e.
year.

Line 3 - Total Additions
For calendar year and non-June 30 fiscal year end single-member
Enter Total Additions from page 2, Schedule C, line 1f.
LLC filers, Form RI-1065 is due on or before the fifteenth day of the

fourth month following the close of the taxable year.

APPORTIONED TAXABLE INCOME
NOTE: If filing a final return, a separate request for a letter of good

standing for dissolution or withdrawal should also be filed. Attach
Line 4 - Adjusted Taxable Income
the final return to the request form and follow the instructions for
Subtract the total deductions amount on line 2 from the Federal
section V or VI. The final return and request form must be completed
Taxable Income amount on line 1. Add to that the total additions
through the date of withdrawal. When filing for dissolution or with-
amount on line 3.
drawal, an extension is not valid. Within thirty (30) days of the date

of the letter, it must be recorded with the Secretary of State.
Line 5 - Rhode Island Apportionment Ratio

Complete Schedule I on page 4. Enter the amount from Schedule

I, line 5.
LIMITED LIABILITY COMPANY FILERS:

Line 6 - Apportioned Rhode Island Taxable Income
(i) If the LLC is to be treated as a corporation for federal tax purpos- Multiply your adjusted taxable income amount from line 4 times the
es, it shall pay a tax the same as a “C” corporation and file Form RI- Rhode Island Apportionment Ratio from line 5.
1120C.
If the entity type is a general partnership, enter 0.00 on lines 7a
(ii) If the LLC is to be treated as a subchapter S corporation for fed- and 7b. No annual fee is due from an entity filing as a general
eral tax purposes, it shall pay a fee equal to the minimum tax as partnership. Form RI-1065 must still be filed even though no
defined under R.I. Gen. Laws § 44-11-2(e) and file Form RI-1120S. annual fee is due and must determine any pass-through with-
holding due on the Rhode Island source income of all nonresi-
(iii) All other LLCs shall pay a fee equal to the minimum tax as defined dent members.
under R.I. Gen. Laws § 44-11-2(e) and file Form RI-1065.
Line 7a - Rhode Island Annual Fee
Check the “LLC” box in the "Entity type" section. Enter the amount of $400.00 on this line. Pursuant to R.I. Gen. Laws
§ 44-11-2(e), the minimum tax imposed shall be $400.00
If the LLC is a single member LLC for federal tax purposes, check
the “SMLLC” box and NOT the “LLC” box in the "Entity type" section. Line 7b - Jobs Growth Tax
Enter 5% of the aggregate performance-based compensation paid
to eligible employees as per the Jobs Growth Act (R.I. Gen. Laws §
LIMITED LIABILITY PARTNERSHIPS, LIMITED PARTNERSHIPS 42-64.11-5).
OR PARTNERSHIP FILERS:
Line 7c - Pass-Through Withholding
(i) If the LLP or LP is to be treated as a corporation for federal tax Enter Rhode Island Pass-Through Withholding from RI Schedule
purposes, it shall pay a tax the same as a “C” corporation and file PTW, Line 13.

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2023 RI-1065 - Rhode Island Partnership Income Tax Return
SPECIFIC INSTRUCTIONS - page 2

Starting with tax years beginning on or after January 1, 2023, pass- whichever is less. In addition, unless using the annualization of
through withholding for nonresident members will be calculated income method, total payments and withholding for each quarter
using RI Schedule PTW and included with Form RI-1065. must be at least equal to one quarter of the amount of tax in order
to avoid underestimating interest. An overpayment or underpay-
Line 7d - Reserved for Future Use ment from the immediately preceding quarter should be applied to
the next quarter when determining the overpayment or underpay-
Line 8a and 8b - Rhode Island Total Tax/Fee ment for that quarter.
Add lines 7a through 7d.
Line 13 - Total Due with the Return
Line 9a - Estimated Tax Payments Add lines 11 and 12. The amount is due and payable when the
Enter the total estimated tax payments made with respect to the tax- return is filed. See the Electronic Mandate section at the end of
able year, if any, including any overpayment allowed from the pre- these instructions for information on how to file your return and remit
ceding taxable year. payment.

Line 9b - Other Payments Line 14 - Overpayment
Enter the amount of all other tax payments (i.e. extension pay- If line 10 is more than line 8b, this is the amount of your overpay-
ment) made with respect to the taxable year. ment. If there is an amount due on line 12c, subtract that amount
from your overpayment.
Note: Rhode Island pass-through withholding payments MAY
NOT be claimed by LLCs, LLPs, LPs, partnerships or SMLLCs If the amount on line 12c is more than your overpayment, enter the
on Form RI-1065 since they themselves are pass-through enti- amount on line 13. This amount is due and payable when the return
ties. LLCs, LLPs, LPs, partnerships and SMLLCs must com- is filed.
plete their own RI Schedule PTW as part of Form RI-1065 and
pass any pass-through withholding payments through to their Line 15 - Amount to be Applied to 2024 Estimated Tax
members/shareholders. Enter the amount of the overpayment from line 14 that is to be cred-
ited against next year’s estimated tax. The amount on this line may
Line 10 - Total Payments be adjusted by the Tax Administrator.
Add the amounts from lines 9a through 9d..
Line 16 - Amount to be refunded.
Line 11 - Net Tax Due Subtract line 15 from line 14.
Subtract the amount on line 10 from the amount on line 8b.

Line 12 - Interest and Penalty Calculation SCHEDULE B - DEDUCTIONS

Enter the total of (a), (b) and (c) on this line. Line 1a - Exempt Interest
Enter the amount of interest exempt from Rhode Island tax includ-
(a) Interest on the balance due ed on line 5, Schedule K of Federal 1065.

For failure to pay the tax on time, interest at the rate of 12% (0.1200) Line 1b - Bonus Depreciation Adjustment
per year; or 1.0% (0.0100) per month, shall be assessed. Enter the amount of adjustment which represents the difference
between normal first year depreciation and residual depreciation as
Interest shall accrue on the amount from line 12 at the rate of 12% long as depreciation lasts.
per annum from the due date for filing the return to the actual date
of payment. Line 1c - Modification for Tax Incentives for Employers
Enter the amount of modification allowed under R.I. Gen. Laws § 44-
(b) Penalty on the balance due 55. Attach Form RI-107 and required documentation to the return.

For failure to file the return on time, a penalty at the rate of 5% Line 1d - Cash Basis Only - Deductions for Pass-Through Tax
(0.0500) per month not to exceed 25% (0.2500) shall be assessed. Claimed
Enter the amount of deductions allowed for Pass-Through Entity Tax
For failure to pay the tax on time, a penalty at the rate of 0.5% Claimed in prior year.
(0.0050) per month not to exceed 25% (0.2500) shall be assessed.
Delinquency charge: LLCs, LPs, and LLCs are subject to a $100.00 Line 1e - Total Deductions
charge if the annual fee is not paid by the due date. Add lines 1a through 1d. Enter here and on page 1, Schedule A,
line 2.
(c) Interest for underpayment of estimated taxes
In the case of any underpayment of the estimated taxes by an entity
there shall be added to the tax as the case may be for the taxable SCHEDULE C - ADDITIONS
year, an amount determined at the rate of 12% per annum upon the

amount of the underpayment for the period of the underpayment.
Line 1a - Interest
The amount of the estimated payments made for the tax year must Enter the gross amount of interest income received or accrued with
equal at least eighty (80%) percent of the current year tax amount, respect to all obligations of any state, territory or possession of the
or one hundred (100%) percent of the prior year tax amount, United States or any political subdivision of the foregoing, or the

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2023 RI-1065 - Rhode Island Partnership Income Tax Return
SPECIFIC INSTRUCTIONS - page 3

District of Columbia other than Rhode Island or its political subdivi- Real and tangible personal property rented is valued at 8 times the
sions not included on line 5, Schedule K of Federal 1065. annual net rental rate. The annual net rental rate shall be reduced
(but not to less than zero) by the annual rental rate received from
Line 1b - Bonus Depreciation Adjustment subrentals.
Enter the entity’s bonus depreciation amount less its normal depre-
ciation amount. “Tangible personal property” means such property as machinery,
tools, implements, goods, wares, and merchandise. It does not
Line 1c - Intangible Addback include cash, shares of stock, bonds, notes, credits, or evidences of
Enter the total amount of interest expenses and costs and intangible an interest in property and evidences of debt.
expenses and costs that must be added back under R.I. Gen. Laws
§ 44-11-11(f). Line 2 - Receipts Factor
2a) 100% allocation to Rhode Island of the gross receipts from sales
Line 1d - Pass-Through Entity Tax Elected to be Paid of tangible personal property sold in the regular course of business
Enter the amount the Pass-Through Entity Tax Elected to be paid where Rhode Island (or any other state or place) is the place of origin
under R.I. Gen. Laws § 44-11-2.3. and Rhode Island is the destination. Sales of tangible personal prop-
erty are in Rhode Island if the property is delivered or shipped to a
Line 1e- Taxable portion of Paycheck Protection Program purchaser within this state regardless of the free on board (F.O.B.)
Enter the taxable portion of Paycheck Protection Program loan point or other conditions of the sale.
under R.I. Gen. Laws § 44-11-11.
Gross income from services is attributed to Rhode Island if the serv-
Line 1f - Total Additions ices are performed in Rhode Island.
Add lines 1a through 1e. Enter here and on page 1, Schedule A, line 3.
Pursuant to R.I. Gen. Laws § 44-11-14(a)(2)(i)(B), gross sales of tan-
gible personal property where shipments are made from an office,
SCHEDULE D - RHODE ISLAND CREDITS store, warehouse, factory or other place of storage in this state and
the taxpayer is not taxed in the state of purchase must now be includ-
If the entity has credits passing through to its members, complete ed in the Receipts section of the Rhode Island apportionment column.
RI Schedule CR-PT - Other RI Credits for RI-1065 & RI-1120S filers. This gross receipts amount must be listed separately as shown on the
apportionment schedule.

SCHEDULE E – OTHER DEDUCTIONS TO 2b) Dividend income. This amount should not be included in 2(h).

FEDERAL TAXABLE INCOME 2c) Interest income. This amount should not be included in 2(h).

Line 1 - Elective Deduction for New Research and Development 2d) Gross rental income from the leasing or renting of real and tangi-
Facilities - Refer to R.I. Gen. Laws § 44-32-1 for more details. ble personal property.

Line 2 - Capital Investment Deduction - R.I. Gen. Laws § 44-43-2 2e) Royalty income associated with Rhode Island activities.
- Rhode Island General Laws provide for a deduction for purposes
of computing net income in accordance with R.I. Gen. Laws § 44-11, 2f) Net income from the sale of real property, tangible personal prop-
for investments in certified venture capital partnerships. Taxpayers erty, or other capital assets not held by the taxpayer for sale to cus-
claiming this deduction for investments in certified venture capital tomers in the regular course of business.
partnerships must provide copies of certification from the
Department of Economic Development of the Venture Capital 2g) Net income from the sale or disposition of securities or financial
Partnership. A recapture of a previously take deduction may be nec- obligations. Do not include related dividends or interest. Dividends
essary under the law. This should be done by listing the recaptured and interest are reported on line 2(b) and 2(c).
amount as a negative number.
2h) Gross income from all other receipts includes income from all
other sources (not listed above) and includes (but is not limited to)
SCHEDULE I - ALLOCATION FACTOR receipts from patents, royalties, copyrights, commissions, dividends
and interest. Gross income from royalties is attributable to Rhode
Prior to considering your apportionment factors, Regulation Island to the extent that the patent or copyright is used in this state
280-RICR-20-25-11 and R.I. Gen. Laws § 44-11-13 should be by the person paying royalties to the taxpayer. A patent is used in
considered to determine whether a company has the ability to Rhode Island to the extent that it is employed in fabrication, manu-
apportion its Rhode Island adjusted taxable income. All facturing, production or other processing in Rhode Island or to the
apportionment factors should be filled out even if your appor- extent that a patented product is produced in Rhode Island. A copy-
tionment is 100% Rhode Island. right is used in Rhode Island to the extent that printing or other pub-
If utilizing an alternative allocation apportionment as allowed lication originates in Rhode Island. Accordingly, all such gross
under R.I. Gen. Laws § 44-11-14.1, §44-11-14.2, §44-11-14.3, income should be included in Schedule I, line 2(h), Column A. For
§44-11-14.4, §44-11-14.5 or §44-11-14.6, check the box above corporations organized under Rhode Island laws, all gross income
the apportionment schedule. from interest and dividends must be shown on Schedule I, lines
2(b&c), Column A.
Line 1 - Average Net Book Value Factor
Real and tangible personal property owned is valued at book value. 2i) Income exempt from federal taxation.

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                   2023 RI-1065 - Rhode Island Partnership Income Tax Return 
                                             SPECIFIC INSTRUCTIONS - page 4

                                                                        Rhode Island source income less than $1,000.00, RI Schedule PTW 
Line 3 - Salaries and Wage Factor                                       must be filed reporting the Rhode Island source income of all non-
Schedule I, line 3, Column A represents that part of the total wages,   resident members on line 1, calculating the pass-through withholden 
salaries and other compensation to officers and employees paid or       due and listing the Rhode Island source income of all members on 
incurred by the taxpayer during the taxable year which is assignable    line 7.  All of the corresponding RI K-1s should show the nonresident 
to offices, agencies, or places of business within the State of Rhode   members’ withholding as zero. 
Island, or which is attributable to services performed in connection     
with the taxpayer’s activities or transactions within this state during Part A - Nonresident Rhode Island Source Income 
the taxable year.                                                       Calculation 
                                                                                                       
Line 4 - Rhode Island Ratios                                            Line 1 – Enter the pass-through entity’s apportioned Rhode Island 
Total the Rhode Island ratios from lines 1f, 2k and 3b.                 taxable income from RI-1065, line 6; RI-1120s, line 6. 
                                                                         
Line 5 - Allocation Factor                                              Line 2 – Enter the profit percentage or current year allocation per-
If dollar amounts for property, receipts and salaries exist in Column   centage of all members/partners that are nonresidents. 
B, the  total of the three ratios on line 4 should be divided by 3. If   
one factor is not found in Column B, then the total of the two ratios   Line 3 – Multiply the apportioned Rhode Island taxable income on 
on line 4 must be divided by 2. If only one factor exists in Column B,  line 1 by the profit percentage or current year allocation percentage 
then the ratio on line 4 should be carried to line 5. Also, enter this  of all nonresident members/partners from line 2 to calculate Rhode 
ratio on page 1, Schedule A, line 5.                                    Island source income for all nonresidents. 
                                                                         
                                                                        Part B - Pass-through Withholding Calculation 
                    RI SCHEDULE PTW 
                                                                         
                                                                        Line 4 – Using the amount of Rhode Island source income for all 
For tax years beginning on or after January 1, 2023, Rhode Island       nonresidents from line 3, enter the amount attributed to nonresi-
pass-through withholding of a pass-through entity with nonresi-         dent members that are C Corporations on line 4a and that are Sub 
dent partners, members, beneficiaries and shareholders will be          S Corporations, Individuals, LLCs, Partnerships and Trusts. 
reported and calculated using RI Schedule PTW as part of Form 
RI-1065 rather than using Form RI-1096PT.                               Lines 4a and 4b must equal line 3. 
                                                                         
RI Schedule PTW is not required to be filed if there are no nonresi-    For lines 5 through 9: Use the appropriate column(s) based on 
dent members of the pass-through entity.                                entity type and enter the Rhode Island source of income of the 
                                                                        nonresident member(s) not subject to pass-through withholding on 
The pass-through entity is required to include RI Schedule PTW          RI Schedule PTW. 
showing the amount of Rhode Island withholding for all nonresident       
members for whom Rhode Island taxes were withheld.  This does           Column A: C Corporations 
not include any nonresident members who have elected to file a          Column B: Sub S Corporations, Individuals, LLCs, Partnerships 
composite return using Form RI-1040C-NE or elected to file on Form      and Trusts. 
RI-PTE - Pass-through Entity Election.                                   
                                                                        Line 5 – Enter the amount of Rhode Island source income for all 
When submitting RI Schedule PTW with Form RI-1065, the pass-            nonresident members of the pass-through entity which cannot be 
through entity must attach all corresponding RI Schedule K-1s  .        distributed due to Federal or State restrictions. 
                                                                         
If any of the following exceptions apply to the pass-through entity,    Line 6 – Enter the amount of Rhode Island source income for all 
check the applicable box at the top of the form and enter the amount    nonresident members of the pass-through entity    exempt from tax. 
of income associated with the exception on the appropriate line          
under Part B.                                                           Line 7 – Enter the amount of Rhode Island source of income of 
 •      Cannot distribute funds due to Federal or State restrictions    those nonresident members with income less than $1,000 net mod-
 •      Exempt from income tax                                          ifications. 
 •      Nonresident member(s) with less than $1,000.00 in Rhode          
        Island source income                                            Line 8 – Enter the amount of the Rhode Island source of income of 
 •      All Rhode Island source income for the nonresident mem          nonresident members being reported on Form RI-1040C - 
        ber(s) is being reported on Form RI-1040C - Composite           Composite Income Tax Return. 
        Income Tax Return.                                               
 •      A pass-through entity election was made and all Rhode           Line 9 – Enter Rhode Island source of income of those nonresidents 
        Island source income for the nonresident member(s) is           being reported on Form RI-PTE - Pass-through Entity Election. 
        being reported on Form RI-PTE.                                   
                                                                        Line 10 – Rhode Island source income of nonresident members 
If the pass-through entity cannot distribute funds due to Federal or    subject to PT withholding 
state restrictions, a statement explaining what is prohibiting the dis- Column A, subtract the amounts from lines 5a - 9a from line 4a 
tribution of the funds along with all of the corresponding RI K-1s con- Column B, subtract the amounts from lines 5b - 9b from line 4b 
taining all required information.                                        
                                                                        Line 11 – Rhode Island pass-through withholding rate.   
If all the nonresident members of the pass-through entity have

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                   2023 RI-1065 - Rhode Island Partnership Income Tax Return 
                                             SPECIFIC INSTRUCTIONS - page 5

For C corporations only, the rate is 7.0%.   
For Sub S corporations, individuals, LLCs, partnerships and trusts, 
the rate is 5.99%. 
 
Line 12 – For each column, multiply the amount of Rhode Island 
source income of those nonresidents from line 10 by the pass-
through withholding rate line 11 to calculate the pass-through with-
holding amount. 
 
Line 13   – Add lines 12a and 12b. Enter here and on Form RI-
1065, line 7c; or Form RI-1120S, line 7c. 
 
Part C - Pass-through Withholding Paid on Entity’s 
behalf by another Pass-through Entity 
 
Part C must be completed if claiming an amount on either Form 
RI-1120S or Form RI-1065, page 2,  line 9b. Attach a separate 
sheet if additional room is needed. In addition, a copy of RI 
Schedule K-1s issued to the entity must be attached in order for 
credit to be given. Failure to attach a copy will result in the disal-
lowance of the pass-through withholding amount until documenta-
tion is provided. 
 
Enter the amount of any nonresident pass-through withholding 
payments made on the entity’s behalf by another pass-through 
entity. This amount should equal the Total Pass-through withhold-
ing amount from RI Schedule PTW, Part C, line 1f. 
 
                  ELECTRONIC MANDATE 
                             
The R.I. Division of Taxation has an electronic mandate that 
requires Larger Business Registrants use electronic means to file 
returns and remit taxes beginning on January 1, 2023. 
 
A "larger business registrant" is defined as any person who: 
 
1) Operates as a business whose combined annual liability for all 
taxes administered by the Division of Taxation for the entity is or 
exceeds $5,000; or 
 
2) Operated as a business whose annual gross income is over 
$100,000 for the entity. 
 
If you meet either of the above criteria you are required to file 
returns and remit taxes electronically. 
 
Visit the RI Division of Taxation’s website for additional information.   
 
https://tax.ri.gov/resources/businesses/electronic-filing-mandate 
 
 YOU MAY BE SUBJECT TO A PENALTY FOR  
 FAILURE TO FILE RETURNS AND/OR REMIT  
       PAYMENTS VIA ELECTRONIC MEANS.

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