Rhode Island Department of State
Gregg M. Amore

Deciding to Close Your Business

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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, including meeting minutes and how the business plans to distribute remaining assets. Keep these records with the entity’s corporate records.

Comply with Employment and Labor Laws

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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 don't have such representation.

Terminate your Employer Account with Rhode Island DLT

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To initiate the termination of an employer account with the Rhode Island Department of Labor and Training’s Employer Tax Division, you must submit a completed Employer Termination of Registration Report (TX-13). Once the process has been initiated, employers must submit all outstanding employer tax forms, including any past due Quarterly Tax & Wage Reports (TX-17). A business’s final Quarterly Tax & Wage Report must be filed within 10 days of ceasing operations.

To submit your completed forms to the Employer Tax Division, you may use one of the following submission options:

• Mail: Employer Tax Division, 1511 Pontiac Avenue, Cranston RI 02920
• Fax: (401) 574-8940

For forms and assistance, please visit dlt.ri.gov or call (401) 574-8700.

Resolve Financial Obligations

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Notify all lenders and creditors of your plans to dissolve the business and settle remaining debts.

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).

Disburse, Transfer, or Sell All Assets

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An entity cannot cash outstanding checks, sell property, or take any other financial action once it has been dissolved. Carefully assess all current and outstanding assets and disburse them fully before formally dissolving.

File Final Returns with the RI Division of Taxation and the IRS

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You must file Final Return Forms with the RI Division of Taxation and IRS and confirm that all other tax accounts (including federal employer tax accounts) have been closed and your tax obligations paid in full. RI-2625 Account Cancellation Form may be filed with the RI Division of Taxation to cancel certain tax accounts in Rhode Island. When filing documents to formally dissolve the entity, the 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. To verify your status, email [email protected].

To formally close your business with the RI Division of Taxation, all past due tax returns administered by the RI Division of Taxation must be satisfied, requiring that all the tax, interest, and penalty balances be paid in full. A final RI tax return must be filed through the date of dissolution, meaning you may be responsible for a short year return and any corresponding tax owed if dissolving before the next immediate tax year has concluded. The RI Division of Taxation will also request a copy of your final federal tax return, a copy of federal Form 966 (corporations only), and a copy of the minutes of meeting to dissolve/statement signed by all members agreeing to the dissolution (does not apply to single member LLCs).

The RI Division of Taxation's Taxpayer Portal is an easy way for your business to verify its status and pay any outstanding taxes. Visit the Rhode Island Taxpayer Portal to get started.

Cancel Registrations, Permits, and Licenses

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Cancel all licenses and permits that you will no longer need. This may include a sales tax permit through the RI Division of Taxation, professional licensing through another RI state agency, and municipal permits or licenses through your local city or town. If you do not cancel your licenses and permits, you may be liable for fees. Contact your attorney and/or accountant for more information on your specific requirements.

Cancel the Entity’s EIN

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The Employer Identification Number (EIN) assigned to your business is the permanent taxpayer identification number for that business. To cancel your EIN and close your IRS business account, you must send a letter to the IRS that includes:

• The complete legal name of the business
• The business EIN
• The business address
• The reason you wish to close the account

Submit Dissolution Documents

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File Articles of Dissolution (or a similar form specific to your entity type) with the RI Department of State. Once the filing is accepted, the entity legally ceases to exist.

Confirm Your Filing

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You will not receive a mailed/emailed confirmation for a filing received by this office. Instead, all filings are posted on our public corporate database in PDF format. Most filings are processed within 3 business days of receipt. To confirm your submission and obtain evidence of your filing:

• Visit the Corporate Database
• Select the status “Inactive”
• Enter the name of your entity
• Click on your entity name, scroll down, and select “View filings”
• Click on the link for the document you wish to view/print under the “View PDF” column on the right-hand side of the page.