How to Dissolve a Rhode Island LLC

How do you dissolve a Rhode Island Limited Liability Company?

To dissolve your Rhode Island LLC, submit the completed Articles of Dissolution to the Rhode Island Secretary of State (SOS) by mail or in person. Your LLC has to be in good standing to dissolve, so make sure you have filed all annual reports and maintained a Rhode Island registered agent.
Checks should be payable to Rhode Island Secretary of State.

Submit your dissolution documents to:

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

Rhode Island Limited Liability Company Dissolution FAQ

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

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

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

Yes, you will need to get a letter of good standing from the Rhode Island Division of Taxation (RIDT).

There is a $50 fee to get a letter of good standing. Submit a check payable to “RI Division of Taxation” with your request for letter of good standing.

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

You will have to 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

What Rhode Island Agency do I send my Request for Letter of Good Standing to?

Fill out the request form and submit it to the RIDT at:

Rhode Island Division of Taxation
Office Audit and Discovery
Letter of Good Standing
One Capitol Hill
Providence, RI 02908

How long does it take the state to process the filing?

Documents filed 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 from RIDT. 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?

When you dissolve your LLC or corporation yourself, the name of a dissolved entity is available immediately.

The names of administratively dissolved (revoked) LLCs are protected for one year. The secretary of state continues to list administratively dissolved entities as “active” for one year following revocation and the name is not available to other businesses.

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

Rhode Island LLCs have to file an annual report each year between September 1st and November 1st. If the LLC does not file the annual report by November 1st, they will receive a 60 day notice which explains the reason for the pending revocation. If the LLC 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 LLC has been revoked and you want to continue your Rhode Island LLC, you will have to reinstate first. A domestic LLC that has been revoked may reinstate in Rhode Island within 10 years after the revocation.

To reinstate, the LLC would:

File all the reports it failed to file with the fees ($50 each).
Pay all penalties since revocation (of $50 per year).
Get a letter of good standing from Rhode Island Division of Taxation ($50 fee).

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.