WinddownGuides

Dissolving a company in Rhode Island

The state-level facts for closing an LLC or corporation in Rhode Island: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.

Rhode Island LLC

Dissolution filing
Articles of Dissolution (Limited Liability Company) (Form 404) — filed with the Rhode Island Department of State, Business Services Division. (official source)
Filing fee
$50 (official source)
Tax clearance before filing
Not required before the dissolution filing. (official source)
Annual Report (Form 632) and annual pass-through charge equal to the $400 minimum tax
Annual report ($50, filed February 1 - May 1) is owed while registered; LLCs filing RI-1065 owe an annual charge equal to the $400 minimum tax until legally closed. (official source)
Final state return
File a final RI return through the date of dissolution (RI-1065 for pass-through/disregarded LLCs; RI-1120S or RI-1120C if taxed as a corporation) with the Division of Taxation, with all tax, interest, and penalties paid in full. (official source)

Worth knowing

  • The annual pass-through charge equal to the $400 minimum tax keeps accruing every year until the LLC is legally closed, so late-year dissolution can avoid another full year's charge.
  • Rhode Island replaced the attached tax clearance letter with a certification on the dissolution form itself: the LLC certifies under penalty of perjury that it has no outstanding tax debts (verify via tax.collections@tax.ri.gov or the Taxpayer Portal).
  • The Division of Taxation requests a copy of the final federal return and, for multi-member LLCs, the signed minutes or member statement agreeing to dissolve.
  • Final paychecks must be paid to employees within 24 hours of their last day of work under R.I. Gen. Laws Chapter 28-14.
  • Foreign LLC cancellation costs $75 - more than the $50 domestic dissolution; only Limited Partnerships still need a Letter of Good Standing to cancel.
  • No filing confirmation is mailed or emailed - proof of dissolution is the filed PDF posted in the public corporate database.

Rhode Island corporation

Dissolution filing
Articles of Dissolution (Business Corporation) (Form 111) — filed with the Rhode Island Department of State, Business Services Division. (official source)
Filing fee
$50 (official source)
Tax clearance before filing
Not required before the dissolution filing. (official source)
Annual Report (Form 630) and Business Corporation Tax (RI-1120C, $400 minimum)
Annual report ($50, filed February 1 - May 1) is owed while registered; a final RI-1120C (7% of apportioned net income or $400 minimum, whichever is greater) is due through the dissolution date. (official source)
Final state return
File a final RI-1120C (or RI-1120S for S corporations, $400 minimum) through the date of dissolution, with all tax, interest, and penalties paid in full; the Division of Taxation also requests the final federal return and federal Form 966. (official source)

Worth knowing

  • All corporate debts must be paid (or bankruptcy complete), all assets distributed to shareholders, and no lawsuits pending before the Articles of Dissolution can be filed.
  • Rhode Island replaced the attached Letter of Good Standing for corporations with a certification on the dissolution form itself under RIGL 7-1.2-1309; only Limited Partnerships still need a Letter of Good Standing (to cancel a foreign registration).
  • The Division of Taxation requests a copy of the final federal return and federal Form 966 (corporations only) when closing the tax account.
  • The $400 minimum business corporation tax applies for each tax year the corporation exists, including a short final year.
  • Final paychecks must be paid to employees within 24 hours of their last day of work under R.I. Gen. Laws Chapter 28-14.
  • No filing confirmation is mailed or emailed - proof of dissolution is the filed PDF posted in the public corporate database.

Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.

Build your Rhode Island wind-down runbook

Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.