Have you decided to stop transacting business with your Rhode Island limited liability company? The state of Rhode Island legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Rhode Island.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Rhode Island is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Rhode Island.
How to Dissolve a Domestic Rhode Island LLC
LLCs formed in the state of Rhode Island can dissolve by filing the Articles of Dissolution with the Secretary of State by mail or in person. The Articles of Dissolution form requires the following information concerning you and your business:
- Entity ID number
- LLC name
- Date Articles of Organization were filed
- Date(s) any amendments to the Articles of Organization were filed (if applicable)
- Reason for dissolution
- Letter of Good Standing from the Division of Taxation (as an attached document)
- Effective date of dissolution
- Signature
- Contact information
Before you file the Articles of Dissolution, you will need to obtain a Letter of Good Standing from the Rhode Island Division of Taxation. To do so, you can submit this request form to the Division of Taxation. Once you have the Letter of Good Standing, you will need to submit it along with the Articles of Dissolution to the Secretary of State within 30 days.
You can file your Articles of Dissolution by mail, in person, or online, along with your $50 filing fee. If you choose not to file online, you can send both documents and the check to this address:
Office of the Secretary of State
Division of Business Services
148 W. River Street
Providence, Rhode Island 02904-2615
It usually takes about four weeks to receive your Letter of Good Standing from the Division of Taxation, and an additional 7-10 business days for the Department of State to process the dissolution. If you drop off your forms in person, the state will process them the same day at no extra charge.
How to Dissolve a Foreign LLC in Rhode Island
Do you need to dissolve a limited liability company based outside of Rhode Island, but qualified to transact business within this state?
LLCs formed outside of Rhode Island that wish to dissolve must file the Certificate of Cancellation of a Foreign Limited Liability Company with the Secretary of State’s office. You will need to provide the following information for this form:
- LLC name
- State or jurisdiction of organization
- Mailing address for service of process
- Effective date of dissolution
- Letter of Good Standing from the Division of Taxation (as an attached document)
- Signature
Similar to the Articles of Dissolution, the Certificate of Cancellation of Registration also requires a Letter of Good Standing from the Division of Taxation. You can acquire a Letter of Good Standing by submitting this form. Finally, you must file the Letter of Good Standing (dated within 30 days of filing), the Certificate of Cancellation of Registration, and a $75 payment online, by mail, or in person. If you don’t want to file online, you can deliver your forms and payment to the following address:
Office of the Secretary of State
Division of Business Services
148 W. River Street
Providence, Rhode Island 02904-2615
It usually takes about four weeks to receive your Letter of Good Standing from the Division of Taxation, and an additional 7-10 business days for the Secretary of State to process the dissolution. If you’re in a hurry, you can drop off your documents in person and they’ll process them the same day with no additional charges.
What Else Do I Need to Know About LLC Dissolutions in Rhode Island?
Once you apply for a voluntary dissolution and your application is processed, your business name is immediately available for someone else to claim. However, if your business is administratively dissolved, the state will protect your business name for up to one year.
An administrative dissolution can occur if your LLC fails to file its annual report in a timely manner. Generally, the state will send a notification when your annual report is delinquent, and if you do not submit the report within 60 days of the notification, your authority to do business in Rhode Island will be revoked.
In order to reinstate an administratively dissolved business in Rhode Island, you must submit all delinquent annual reports, pay a penalty fee of $50 per year that your business has been dissolved, and obtain a Letter of Good Standing from the Division of Taxation. Rhode Island LLCs have 10 years from the date of an administrative dissolution to file for reinstatement.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
The process for dissolving an LLC in Rhode Island is similar for both foreign and domestic businesses.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Rhode Island LLC!