How to Dissolve a Rhode Island Corporation

How do you dissolve a Rhode Island corporation?

File Articles of Dissolution for a Domestic Business Corporation with the Rhode Island Secretary of State (SOS). Articles of Dissolution can be submitted to SOS by mail or in person. You need to be in good standing to dissolve, so if you have not filed an annual report or maintained a Rhode Island registered agent, SOS will deny your dissolution. You must also include the filing fee and a letter of good standing from the Rhode Island Division of Taxation (RIDT). Make checks payable to the “Rhode Island Secretary of State.”

All the forms you need to dissolve your Rhode Island corporation are in your online account when you sign up with Northwest.

Rhode Island Secretary of State contact information:

Corporations Division
Office of the Secretary of State
148 W. River Street
Providence, Rhode Island 02904-2615
Monday-Friday, 8:30 AM – 4:30 PM
Phone: (401) 222-3040

Rhode Island Corporation Dissolution FAQ

Is there a filing fee to dissolve or cancel a Rhode Island Corporation?

There is a $50 filing fee to dissolve a Rhode Island corporation.

Do you need a Department of Taxation clearance before the Rhode Island Secretary of State will accept your dissolution?

Yes. You have to get Letter of Good Standing from RIDT before you can dissolve a corporation or LLC in Rhode Island.

How do you obtain a Letter of Good Standing from Rhode Island Division of Taxation?

Just contact RIDT to get a Request for Letter of Good Standing form.
Download an application at the RIDT website (see link below)
To have an application mailed to you: (401) 574-8970
Questions about good standing: (401) 574-8756

Fill out the request form and submit it to RIDT at:
Letter of Good Standing
Office Audit and Discovery
Rhode Island Division of Taxation
One Capitol Hill
Providence, RI 02908

How long does it take the state to process the filing in Rhode Island?

Documents submitted to SOS by mail are processed in 7-10 business days.
Documents submitted in person before 4 pm are processed the same day.
You can view or print filed documents online (see link below).

It usually takes 4 weeks to get a letter of good standing. It really depends on the taxpayer, but if you have failed to provide any information, it will delay processing.

How long before someone can take your business name?

Dissolved corporations have no protection for their names. Another business entity could use it right after the corporation has dissolved.
Administratively dissolved (revoked) corporations are listed as active by the SOS for 1 year following revocation. So another business entity would have to wait one year, until you are listed as inactive, to use your corporations name.

Can you revoke the dissolution of your Rhode Island corporation?

Yes. You can revoke the dissolution of your Rhode Island corporation within 120 days of the dissolution. File a Revocation by Shareholders form or a Revocation by Corporation form with the SOS. You will have to include signed written consent of the shareholders or a resolution of the corporation. The corporation has to be in good standing to revoke dissolution. There is a $10 filing fee.

What is the penalty if you do not dissolve properly and just don’t file your annual reports?

Rhode Island corporations are required to file an annual report between January 1st and March 1st each year. If a corporation does not file the annual report by March 1st, they will receive a 60 day notice which explains the reason for the pending revocation. If the corporation does not remedy the cause of the revocation, the SOS issues the business a certificate of revocation.

What are the late fees and penalties to re-register if your registration is forfeited?

If your Rhode Island corporation was administratively dissolved/revoked and you want to continue your corporation, you will have to reinstate first. A domestic corporation that has been revoked may reinstate in Rhode Island within 10 years following revocation.
The corporation would have to:

Submit all the annual reports and fees it failed to file ($50 each)
Pay all penalties since the revocation ($50 per year)
Get a Letter of Good Standing from Division of Taxation ($50)

If you’d like help establishing another company, you may find our incorporation filing service and Rhode Island registered agent service helpful. We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.