How to dissolve a Rhode Island LLC
Data last updated: Apr 21, 2026The quick read on dissolving a Rhode Island LLC
At $50, Rhode Island sits slightly above the national average of $46. Rhode Island accepts the dissolution filing online or mail, with online approvals in about 2 business days. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.
Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Rhode Island filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.
Dissolution steps in Rhode Island
The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.
- Member vote to dissolve
Rhode Island's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
- File the Articles of Dissolution (Form 404) with Rhode Island Department of State, Business Services Division
Filing fee is $50. Online filing is available through the state portal. Mail filings are accepted.
- Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
- Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.
How this plays out in Rhode Island
Start with the member vote. R.I. Gen. Laws Section 7-16-38 dissolves the LLC on any event specified in the articles or operating agreement, on unanimous written consent of members, or on a judicial decree. Pull the agreement, run the vote, and record the written consent with the company records.
File Form 404 (Articles of Dissolution) with the Rhode Island Department of State. The fee is $50 by mail; the online filing through the Department of State's portal adds a $2.50 enhanced access fee for a total of $52.50. Online turnaround is roughly 2 business days; mail filings to the Business Services Division at 148 W. River Street in Providence run about 14. Rhode Island does not offer a paid expedite tier; walk-in submissions at the Providence office can be processed same day.
The decisive step is the Division of Taxation. File a final RI-1065 (if the LLC is a partnership or disregarded entity), RI-1120S (if taxed as an S corporation), or RI-1120C (if taxed as a C corporation), check the final-return box, and pay any outstanding $400 minimum annual tax plus a PTE tax balance if the LLC elected pass-through entity status. The $400 floor under R.I. Gen. Laws Section 44-11-2(e) accrues every year the LLC exists in Rhode Island, so filing the final return in the same tax year as the Form 404 filing is what actually stops the meter. Finish federally: file a final federal return with the final-return box checked, file IRS Form 966 within 30 days if the LLC had C-corp treatment, and close the EIN by written request to the IRS.
What a clean Rhode Island dissolution actually costs
The Secretary of State fee is rarely the biggest line item. For most Rhode Island LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.
| Cost component | Amount | Notes |
|---|---|---|
| Base Secretary of State filing | $50 | Filed with Rhode Island Department of State, Business Services Division |
| Final federal return (DIY) | Free | Or $200 to $800 if a CPA prepares it |
| Foreign-LLC withdrawals (if any) | $10 to $125 per state | Each state where you qualified as foreign LLC |
How Rhode Island compares to other states
At $50, Rhode Island sits slightly above the national average of $46. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Rhode Island sits at #38 from cheapest to most expensive.
Filing path matters as much as the fee. Rhode Island's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. Rhode Island does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.
Requirements at a glance
Common pitfalls
The primary Rhode Island trap is the $400 minimum annual tax. Filers who close with the Department of State and never file a final RI-1065 or RI-1120S discover that the Division of Taxation keeps assessing the $400 every March 15 until a final return is filed and accepted. By the time the first collection letter arrives, interest and penalties have compounded; reconciling the account is more expensive than filing the final return would have been in the first place.
The secondary pitfall is the $50 annual report (Form 632) due between February 1 and May 1 each year. A missed annual report triggers a $25 late penalty on June 1, and continued non-filing leads to revocation by the Department of State, which blocks Form 404 from being accepted until the LLC is reinstated. If the LLC is in revoked or non-compliant status, back-file the missing annual reports through the Department of State portal before submitting the dissolution.
What happens after the state accepts your filing
Once the Department of State accepts Form 404, the LLC is dissolved under Rhode Island law and the name becomes available for reuse through the standard distinguishability review. The $400 minimum annual tax stops accruing only after the Division of Taxation has processed a final return for the dissolution year. Creditor claims survive dissolution under R.I. Gen. Laws Chapter 7-16; known creditors should be paid and unknown claimants may be addressed through optional notice under the wind-up provisions. Keep the LLC's bank records, operating agreement, and tax filings for at least five years because both the Division of Taxation and the Department of State can reopen questions about a closed entity within that window.
Documents and filings checklist
- Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
- Articles of Dissolution (Form 404)
Filed with $50 fee at Rhode Island Department of State, Business Services Division. Form PDF.
- Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
- IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
- IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
- State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
- Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.
Filing agency
Rhode Island Department of State, Business Services Division
- Website
- www.sos.ri.gov/divisions/business-services
- Phone
- (401) 222-3040
- corporations@sos.ri.gov
- 148 W. River Street, Providence, RI 02904-2615
- Hours
- 8:30 AM to 4:30 PM Eastern, Monday to Friday
Frequently Asked Questions
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How much does it cost to dissolve a Rhode Island LLC?
Form 404 costs $50 by mail or $52.50 online (including the $2.50 enhanced access fee) with the Rhode Island Department of State. The real cost is the $400 minimum annual tax under R.I. Gen. Laws Section 44-11-2(e), which accrues every year until a final RI-1065 or RI-1120S is filed. Plan on $50 plus whatever $400 tax year is still owed. The state does not offer paid expedited service.
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How long does Rhode Island LLC dissolution take?
Online Form 404 filings typically process within 2 business days. Mail filings to the Providence office run about 14. Rhode Island offers no paid expedite tier, though walk-in filings at 148 W. River Street can clear same-day. The Division of Taxation takes several weeks to process the final RI-1065 or RI-1120S and stop assessing the $400 annual tax, so plan on 1 to 2 months for full closure.
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Does Rhode Island require a tax clearance certificate?
No. The Division of Taxation does not issue a clearance certificate that the Department of State requires before accepting Form 404. Filing the final RI-1065 (or RI-1120S/RI-1120C) and paying any $400 minimum annual tax owed handles the tax side in parallel with the SoS filing, rather than through a separate clearance step.
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What vote is needed to dissolve a Rhode Island LLC?
R.I. Gen. Laws Section 7-16-38 dissolves the LLC on any event specified in the articles or operating agreement, on unanimous written consent of members, or on judicial decree. Whatever threshold the operating agreement specifies controls; unanimous written consent is the statutory default. Put the decision in writing before filing Form 404. See the Rhode Island LLC formation page for operating agreement context.
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What happens if I just stop filing the Rhode Island annual report?
The Department of State assesses a $25 late penalty on June 1 and eventually revokes the LLC's certificate of organization for continued non-filing. Worse, the $400 minimum annual tax keeps accruing with the Division of Taxation regardless of whether the LLC is in good standing with the SoS. An abandoned Rhode Island LLC ends up owing both the DOS reinstatement penalties and every year of the $400 tax, which is why a $50 Form 404 plus a final RI-1065 is the cheap exit.
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Do I still owe the $400 minimum tax after dissolution?
Only through the tax year of dissolution. The $400 keeps accruing until the Division of Taxation processes a final RI-1065 or RI-1120S marked as the final return. File the final return for the year you file Form 404; skip that step and the $400 assessments continue arriving in March of the following year.
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Do I need to notify the IRS?
Yes. File a final federal return with the final-return box checked, file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp tax treatment, and write to the IRS to close the EIN. Rhode Island's Department of State and the IRS are separate systems; closing the state entity does not close the federal EIN. See the IRS close-a-business page for the federal checklist.
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How long does LLC dissolution take in Rhode Island?
Online filings are processed in about 2 business days through the state portal. Mail filings take about 14 business days once received.
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Can I file the Articles of Dissolution (Form 404) online?
Yes. Rhode Island accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
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Do I need a tax clearance certificate in Rhode Island?
No. Rhode Island does not require a separate tax clearance certificate before accepting LLC dissolution. That said, paying any outstanding state tax obligations is always advisable before filing. Ignoring them can lead to the state collecting from former members or trustees after dissolution.
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What vote is required to dissolve a Rhode Island LLC?
Rhode Island's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
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Does dissolution close my federal tax obligations?
No. The Rhode Island Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
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Will my LLC name become available for someone else to use after dissolution?
In most cases yes. Rhode Island typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.
Related
Sources
- Filing fee: docs.sos.ri.gov/documents/BusinessServices/404-articles-of-dissolution… · verified April 21, 2026
RI Department of State Form 404 Articles of Dissolution for a Domestic Limited Liability Company. Filing fee $50. Authority: R.I. Gen. Laws §7-16-39. Online filers pay a $2.50 enhanced access fee on top of the base $50. - Form url: docs.sos.ri.gov/documents/BusinessServices/404-articles-of-dissolution… · verified April 21, 2026
Official Form 404 Articles of Dissolution PDF hosted at docs.sos.ri.gov. Must be executed by an authorized person after dissolution is effective under R.I. Gen. Laws §7-16-39. - Expedited: www.sos.ri.gov/divisions/business-services · verified April 21, 2026
Rhode Island does not advertise a paid expedited dissolution tier. Standard online filings process in about 1 to 3 business days; in-person submissions at 148 W. River Street may be processed same day. Recorded as offered: false. - Tax clearance required: tax.ri.gov/tax-sections/corporate-tax/tax-filing-requirements · verified April 21, 2026
Rhode Island Division of Taxation does NOT require an LLC to obtain a tax clearance certificate before the Department of State will accept Articles of Dissolution. However, the $400 minimum annual tax under R.I. Gen. Laws §44-11-2(e) accrues each year until dissolution is complete, so LLCs should file the final RI-1065/RI-1120S and pay any balance due. Recorded as taxClearanceRequired: false, but LLCs must still be current on the $400 minimum tax. - Member vote standard: webserver.rilegislature.gov/Statutes/TITLE7/7-16/INDEX.HTM · verified April 21, 2026
R.I. Gen. Laws §7-16-38 provides that an LLC is dissolved upon the occurrence of any event specified in the articles of organization or operating agreement, the written consent of all members, or the entry of a decree of judicial dissolution. Because the operating agreement can specify a different threshold, recorded as 'per operating agreement' (default: unanimous). - Public notice required: webserver.rilegislature.gov/Statutes/TITLE7/7-16/INDEX.HTM · verified April 21, 2026
R.I. Gen. Laws Chapter 7-16 contains no mandatory newspaper publication requirement for LLC dissolution. Recorded as publicNoticeRequired: false. - Name becomes available after: www.sos.ri.gov/divisions/business-services · verified April 21, 2026
Rhode Island does not publish a specific holding period for name reuse after LLC dissolution. Field set to null. - Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS canonical Closing a Business reference.