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Close Your Rhode Island Business

Businesses in Rhode Island that are no longer transacting business in this state must formally dissolve.


STEP
1

Deciding to Close Your Business

The decision to dissolve your entity must be made according to the guidelines established in your articles, bylaws, or operating agreement. Make sure to document all decisions.

STEP
2

Comply with Employment and Labor Laws

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.


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.

STEP
3

Resolve Financial Obligations

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).

STEP
4

Obtain and Submit Appropriate Documents

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 close your 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 dissolve 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)


Low-Profit Limited Liability Company (L3C) 

Form 404 - Articles of Dissolution $50

Business Corporation


Professional Service Corporation


Benefit Corporation


Professional Service Benefit Corporation


Workers Cooperative


Form 111 - Articles of Dissolution $50

Limited Liability Partnership (LLP)

Form 501 - Notice of Withdrawal

Letter of Good Standing not required.

No Fee

Limited Partnership (LP)

Form 302 - Cancellation of Limited Partnership $10

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

STEP
5

Cancel Registrations, Permits, and Licenses

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.


Businesses should also close their Employer Identification Number (EIN) account with the Internal Revenue Service. Closing your EIN account notifies the IRS that you're not planning to use the number in the future.

STEP
6

Maintain Records

You may be legally required to maintain records, particularly tax and employment records, even after your business has closed. Recordkeeping requirements range between 3 to 7 years. Contact your attorney and/or accountant for more information on your specific requirements.

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