Close your Non-Profit in Rhode Island

Non-profit corporations in Rhode Island that have been dissolved or stop conducting business in the state must formally withdraw their non-profit registration.

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Your bylaws may dictate who can decide to close your non-profit and how to do so. Make sure to document all decisions.


State law requires that final paychecks are 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. This federal law applies to employers in the State of Rhode Island.

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.


Notify all lenders and creditors of your plans to dissolve the business and settle remaining debt. If you are unable to pay your debts, you may want to consider filing for receivership or bankruptcy protection.

Contact the business’ creditors. It’s a good idea to discuss your financial obligations with your accountant, attorney, and insurers to verify that you have accounted for everything.

You may need to close out your business bank account(s) and cancel your business credit cards. Consult your accountant or attorney prior to closing any account(s).


You must file the following forms with the RI Department of State in order to legally dissolve your non-profit.

Review the IRS Termination of an Exempt Organization if your non-profit is considered tax exempt.

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


Cancel all licenses and permits that you will no longer need. This may include a sales tax permit through the RI Division of Taxation. If you do not cancel, you may be liable for fees. Contact your attorney and/or accountant for more information on your specific requirements. Non-Profits should also cancel their Employer Identification Number (EIN) with the Internal Revenue Service. Cancelling your EIN notifies the IRS that you're not planning to use the number in the future.


The organization may be legally required to maintain records, particularly tax and employment records and IRS-related records, even after the Non-Profit has closed. Recordkeeping requirements range from 3 years to permanent retention. Contact your attorney and/or accountant for more information on your specific requirements.

Until you legally close your non-profit with the RI Department of State, you will continue to be responsible for annual filings.