How to Dissolve an LLC in Rhode Island: Forms and Fees

Rhode Island LLC dissolution at a glance

Rhode Island's Department of State publishes a step-by-step closing page, and its central warning is about cost: until you legally close your business with the state, you will continue to owe annual taxes and fees (Rhode Island Department of State). For an LLC, that includes a $400 minimum each year. The general steps are in how to dissolve an LLC.

Source: Rhode Island Department of State: Close Your Rhode Island Business

Steps to dissolve an LLC in Rhode Island

The Department of State lays out eleven steps. Condensed for an LLC:

• Decide to dissolve as the operating agreement requires and keep the minutes or a written statement with the company records.
• Pay employees. Rhode Island law requires final paychecks within twenty-four hours of the last day of work (Rhode Island Department of State).
• Larger employers check the federal WARN Act. The Department of State reminds employers of 100 or more full-time workers that a plant closing or mass layoff needs 60 days' notice, sent to the local chief elected official, the Dislocated Worker Unit of the RI Department of Labor & Training and the affected employees or their representative.
• Terminate the employer account with the Department of Labor and Training (Form TX-13) and file the final Quarterly Tax & Wage Report.
• Settle debts and disburse or sell all assets before dissolving. The state warns that a dissolved entity cannot cash outstanding checks or sell property.
• File final returns with the Division of Taxation and the IRS, and cancel tax accounts and permits.
• Cancel the EIN by letter to the IRS.
• File the Articles of Dissolution and confirm the filing in the corporate database.

Filing the Articles of Dissolution

The Department of State lists LLC Articles of Dissolution at $50, available as an online filing or a PDF (Close Your Rhode Island Business). The paper form is Form 404, revised in March 2026; its instructions say to make sure the LLC has filed its final tax return and is in good standing with the Division of Taxation before you submit it, and it carries the certification under RIGL 7-16-8 that all fees and taxes are paid (Form 404). Once the filing is accepted, the entity legally ceases to exist. Most filings are processed within 3 business days of receipt.

Two quirks catch filers out. First, the office does not mail or email a confirmation: you search the corporate database for the entity as inactive and download the filed PDF. Second, the form is also a sworn tax statement. The business must certify, under penalty of perjury, that it has confirmed its tax status with the Division of Taxation and has no outstanding tax debts, so file Articles of Dissolution only after the last balance is paid.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: Rhode Island Department of State: Close Your Rhode Island Business

Division of Taxation: final returns and the $400 minimum

Rhode Island charges LLCs every year whether or not they earn anything. The Division of Taxation says pass-through entities other than general partnerships are subject to a tax or fee equal to the corporate minimum, currently $400 (RI Division of Taxation). That charge stops only when the LLC is legally closed.

• Final return: Rhode Island requires a final return through the date of dissolution, which can mean a short-year return and tax for part of a year (Rhode Island Department of State).
• Supporting documents: the Division of Taxation will ask for a copy of the final federal return and the members' signed statement or minutes agreeing to dissolve. A single-member LLC does not need the statement.
• Account cancellations: Form RI-2625 cancels certain tax accounts, including a sales tax permit you no longer need.
• Payroll: the Department of Labor and Training's Employer Tax Division handles Form TX-13, and the final Quarterly Tax & Wage Report (TX-17) is due within 10 days of ceasing operations.

Source: RI Division of Taxation: Pass-through entities

Dissolving a Rhode Island corporation

A business corporation also files Articles of Dissolution for $50, with the same tax certification. Its annual tax floor is the same as an LLC's: C corporations file Form RI-1120C and are subject to a $400 minimum (RI Division of Taxation). In addition to the final federal return, the Division of Taxation asks corporations for a copy of IRS Form 966, which a corporation files when it adopts a plan to dissolve (IRS). More in how to dissolve a corporation.

Source: RI Division of Taxation: Corporate tax filing requirements

If the Rhode Island business has already been revoked

Rhode Island revokes an incorporated business's good standing when it stops filing annual reports or paying taxes, but the Department of State is blunt that revocation is not an official dissolution: the business stays liable for taxes and filings until the proper dissolution document is filed (Revoked Entities). A revoked corporation keeps owing annual reports and a $400 minimum each year.

To close from that state, you reinstate and dissolve together. Step one is a Letter of Good Standing from the Division of Taxation, $50 by mail; the dissolution form then goes in as part of the reinstatement packet. The Division warns that a Letter of Good Standing request could take several weeks, depending on the taxpayer's history (RI Division of Taxation), so start early.

Source: Rhode Island Department of State: Revoked Entities

Withdrawing a foreign LLC from Rhode Island

An LLC formed in another state cancels its Rhode Island registration for $75 on Form 452, the Certificate of Cancellation (Form 452); a foreign corporation withdraws for $50 on Form 154 (Withdraw/Cancel Your Business). The business must be active and current with Department of State filings, complete a Final Return Form with the Division of Taxation, confirm that its other tax accounts are closed and certify that it owes no Rhode Island tax.

Source: Rhode Island Department of State: Withdraw/Cancel Your Business

Records to keep after closing, and their possible value

Rhode Island's own guidance says record keeping requirements generally run 3 to 7 years after a business closes (Rhode Island Department of State). Federally, employment tax records need keeping for at least 4 years (IRS). See business records after closing for a checklist.

Before you cancel email, ticketing or project tools, export what you need to keep. export company records before closing explains how.

Kept records can also have value. AI developers license working records from closed companies, such as service histories, design files and customer support logs, after personal information is removed. selling company data after closing explains the steps, from checking rights to de-identification.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.