Close Your Rhode Island Business
Businesses in Rhode Island that are no longer transacting business in this state must formally dissolve.
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.
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.
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).
Obtain and Submit Appropriate Documents
To close your business in Rhode Island, you must satisfy all filing obligations with both the RI Division of Taxation and the RI Department of State. 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].
You must also complete a Final Return Form with the RI Division of Taxation and confirm that all other tax accounts have been closed and your tax obligations paid in full. Your business must certify to the RI Department of State, under penalty of perjury, that it has confirmed its tax status with the RI Division of Taxation and has no outstanding tax debts. As of July 1, 2020, a Letter of Good Standing (LOGS) from the RI Division of Taxation is no longer required. Limited Partnerships must provide a LOGS in order to dissolve.
The RI Division of Taxation's Taxpayer Portal is an easy way for your business to verify its current status and pay any outstanding taxes. Visit the Taxpayer Portal to get started.
|Business Structure||Form Required||Fee|
Limited Liability Company (LLC)
Low-Profit Limited Liability Company (L3C)
|Form 404 - Articles of Dissolution||$50|
Professional Service Corporation
Professional Service Benefit Corporation
|Form 111 - Articles of Dissolution||$50|
Limited Liability Partnership (LLP)
Limited Partnership (LP)
Letter of Good Standing required - see instructions.
NOTE: After submitting all documents, be sure to confirm your filing.
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.
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.