How To Withdraw A Foreign Rhode Island LLC Or Corporation

Rhode Island Secretary of State Certificate of Authority Cancellation Requirements and Instructions

To withdraw a foreign corporation or LLC from Rhode Island, the foreign entity must be in good standing with the Rhode Island Secretary of State (SOS) which means it has filed all annual reports and maintained a registered agent. If you are in good standing with SOS, then you just have to submit the appropriate form, a letter of good standing from the Rhode Island Division of Taxation, and fees to the Rhode Island SOS by mail or in person. Include a check for the filing fee payable to “Rhode Island Secretary of State.”

Foreign LLC registered in Rhode Island:

If a foreign LLC wants to withdraw/cancel its registration in Rhode Island, it has to submit a Certificate of Cancellation of Registration of Foreign Limited Liability Company to the Rhode Island SOS.

Foreign corporation registered in Rhode Island:

To withdraw a foreign Rhode Island corporation, you will need to submit an Application for Certificate of Withdrawal of a Foreign Business Corporation to the SOS.

Once you have submitted all the required documents, the Certificate of Withdrawal or Cancellation is issued electronically by SOS.

Foreign Rhode Island LLC or Corporation Withdrawal FAQ

How much does it cost to cancel your out of state registration with Rhode Island?

There is a $75 filing fee to cancel your foreign Rhode Island Limited Liability Company registration.

There is a $50 filing fee to withdraw your foreign Rhode Island corporation.

A Rhode Island registered agent resignation may also be necessary.

Do you need a Rhode Island Division of Taxation Letter of Good Standing first?

Yes, you will need a letter of good standing from the Rhode Island Division of Taxation (RIDT). The letter must be dated within 30 days of the date you file the cancellation/withdrawal. 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 I get a Letter of Good Standing from the Rhode Island Division of Taxation?

You 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

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

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 withdrawal 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.

What agency do you need to file the withdrawal with?

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

What happens if you don’t file a withdrawal and just let your annual report filings go unfiled?

If a Rhode Island corporation or LLC does not file its annual report within 30 days of the due date, there is a $25 penalty.

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

If the corporation or LLC does not file the annual report, they will receive a 60 day revocation notice at the registered office explaining the grounds for the pending revocation. If the corporation or 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 a foreign business in Rhode Island?

A foreign corporation or LLC that has been revoked may reinstate in Rhode Island within 10 years of the revocation.

A revoked foreign entity has to:
File all the reports it failed to file with the fees ($50 each)
Pay the penalty fees since revocation ($50 per year)
Get a letter of good standing from Division of taxation ($50)

How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?

The foreign corporation or LLC revokes the authority of the registered agent when it files the application for withdrawal. This means the registered agent does not have to accept service once it is filed. After the business entity withdraws, service is made on the SOS and then forwarded to the corporation or LLC.