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Withdraw/Cancel a Business Registration

If your foreign business has been dissolved, was the non-survivor of a merger, or is no longer conducting business in Rhode Island, you must formally withdraw your business registration.


Filing Obligations

LOGS processing time chart

The information below outlines your filing obligations with the RI Division of Taxation and the RI Department of State to legally withdraw/cancel your business registration and no longer do business in Rhode Island. This process will take 4-6 weeks to complete. Your status with the RI Division of Taxation could impact this timeline.

To withdraw/cancel your business, it must be active and up to date with all filings with the RI Department of State. To verify your status, email [email protected].

To formally close your business, you will need to request a Letter of Good Standing and complete a Final Return Form with the RI Division of Taxation. Within 30 days of receiving the Letter of Good Standing, you must submit it to the RI Department of State along with the appropriate document listed below.

Business Structure Form Required Fee
Limited Liability Company (LLC) Form 452 - Certificate of Cancellation $75
Business Corporation Form 154 - Certificate of Withdrawal $50

Limited Liability Partnership (LLP)

Form 501 - Notice of Withdrawal

Letter of Good Standing not required.

No Fee
Limited Partnership (LP) Form 353 - Cancellation of Certificate of Registration $25

NOTE: After submitting all documents, be sure to confirm your filing.


Comply with RI Employment and Labor Laws

Rhode Island State law requires final paychecks to be paid to employees within twenty-four (24) hours of their last day of work (R.I. Gen. Laws Chapter 28-14). If an employee has completed at least one year of service, then holiday pay, vacation pay, and insurance benefits are to be paid within twenty-four (24) hours of their last day of work.

The Warn Act is a federal law requiring employers of 100 or more full-time workers to give 60 days advance notice of a plant closing or mass layoff.

Employers with 100 or more full-time workers are affected if:

  • They close a facility or discontinue an operating unit with 50 or more workers; or
  • They lay off 50-499 workers and these workers comprise at least 33% of the total workforce at a single site of employment; or
  • They lay off 500 or more workers at a single site of employment

The law requires that this notification be given to the appropriate local chief elected official, the Dislocated Worker Unit of the RI Department of Labor & Training, and the collective bargaining representative of affected employees or each employee if the employees do not have such representation.

Until you legally close your business with the state, you will continue to owe annual taxes and fees.