North Carolina and Rhode Island rejected the Constitution in 1788, making them the only holdouts among the 13 original states. Both feared a powerful national government and demanded a bill of rights before joining.
North Carolina delegates voted down ratification at their first convention, signaling the Union wouldn't be legitimate without protecting individual liberties. Rhode Island's prosperity under the Articles of Confederation—which let it control trade without federal interference—fueled resistance.
In summer 1789, Congress forced the issue: after January 15, 1790, goods entering through holdout states would face foreign tariffs. That economic pressure worked. By late 1789, Congress had approved 12 constitutional amendments and sent them to states for ratification.
Assured a federal Bill of Rights would become reality, North Carolina delegates voted to ratify on November 21, 1789, becoming the 12th state. Rhode Island held out longest, finally ratifying May 29, 1790, as the 13th state, ending its holdout status and completing the Union.