How to Dissolve an LLC in Rhode Island (2026)
Dissolving an LLC in Rhode Island means filing Articles of Dissolution (Form 404) and paying a $50 fee. You also confirm your taxes are current right on the form.
This page covers a voluntary dissolution. That's when the members vote to close a domestic Rhode Island LLC under the operating agreement or the state's default majority-of-value rule. A foreign LLC that only registered here cancels that registration on a different form.
Quick Summary
- Check your operating agreement before you vote. Rhode Island's default hands the decision to whoever holds the most ownership value instead of the most votes.
- Double-check everything before you file. Once Rhode Island accepts your Articles of Dissolution, there's no way to undo it or restart the same LLC.
- Keep a copy of your filed Articles of Dissolution. Your bank and any remaining vendors will want proof the LLC is officially closed.
Rhode Island LLC Dissolution Quick Reference
The table below lists the exact form, filing fee, mailing address and other details you need before you start the paperwork.
| Detail | Information |
|---|---|
| Form name | Articles of Dissolution (Form 404) |
| Filing fee | $50.00 |
| Expedited options | None published |
| Standard processing | 3 business days |
| Online portal | Business Services Division online filing |
| Mail address | Division of Business Services, 148 W. River Street, Providence, RI 02904-2615 |
| In-person address | Business Services Division, 148 W. River Street, Ste. 1, Providence, RI 02904 |
| Notarization required | No |
| Tax clearance required (agency) | No -- self-certified to the RI Division of Taxation, no certificate issued |
| Online filing mandatory for | Not applicable |
| Short-form eligibility | Not applicable -- one Articles of Dissolution form covers all domestic LLCs |
How to Dissolve an LLC in Rhode Island: 6 Steps
These six steps follow our general guide to how to dissolve an LLC. We adjusted them for what Rhode Island actually requires. Work through them in order, and you'll close the business without loose ends.
Step 1 - Vote to Dissolve
Check your LLC's operating agreement first. If it sets its own vote rule for dissolution, that rule wins over the state's default.
Rhode Island's default rule counts votes by capital value instead of headcount. Members holding a majority of that value must approve the dissolution.[1]
Put the vote in writing and keep it with your LLC's records. The Business Services Division doesn't require you to submit that vote with Form 404, only your final dissolution paperwork.
Step 2 - Notify Creditors
Rhode Island's LLC law sets no formal claims process for creditors. Notify them directly instead of waiting on a statutory deadline. Send written notice to every known creditor once members vote to dissolve.
Tell each creditor the LLC is dissolving. Give them a mailing address and a deadline to submit any claim. Settle what you can before you file.
Step 3 - File Final Tax Returns and Confirm Your Tax Status
File your final returns with the RI Division of Taxation and the IRS first. Do this before you submit the dissolution paperwork. Rhode Island issues no separate tax clearance certificate, so there's no extra document to wait for.
Instead, you certify this on the dissolution filing itself. You do it under penalty of perjury. The LLC has paid every fee and tax it owes.[2] Confirm your status through the Division of Taxation's Taxpayer Portal before you sign.
Step 4 - File the Articles of Dissolution
File the Articles of Dissolution, Form 404, with the Business Services Division. You can file online, by mail or in person. The fee is $50.
Mail your paperwork to the Division of Business Services, 148 W. River Street, Providence, RI 02904-2615. If you'd rather file in person, the office is at 148 W. River Street, Ste. 1, Providence, RI 02904.
You can pay with cash, a credit card or a personal check at the counter. Or mail a check along with your paperwork instead.
No notary is required. The signer just confirms the form is accurate, and Rhode Island doesn't publish an expedited option for this filing.
Most filings process within 3 business days. The state confirms filings through its online Corporate Database rather than mailing you anything.
Step 5 - Distribute Remaining Assets
Once every creditor is paid, split what's left among the members. Rhode Island law sets a specific order for that split.[3]
Creditors come first. Next come any distributions already owed to members. Then each member gets back their capital. Whatever's left splits in the members' usual proportions.
Your operating agreement can set a different split among members. If it's silent about distribution, this statutory order fills the gap. It applies on its own.
Step 6 - Close Accounts and Cancel Licenses and Permits
Your bank will want to see the filed Articles of Dissolution before it closes your accounts. Have that document ready before you call or stop by the branch.
Close any sales tax account with the RI Division of Taxation using the RI-2625 Account Cancellation Form. Cancel any local licenses or permits tied to the LLC's name too, checking with the city or town clerk's office where you operated for its specific steps.
If the LLC had employees, close the employer tax account with the RI Department of Labor and Training by filing Form TX-13, along with any outstanding quarterly wage reports.
Once your accounts and licenses are closed, the LLC is done. If you want to run an LLC in Rhode Island again later, our guide to starting an LLC in Rhode Island walks you through it.
A Rhode Island registered agent can keep your compliance current from the start next time, and our LLC formation services comparison can help you pick one if you want a hand.
FAQs
How Much Does It Cost to Dissolve an LLC in Rhode Island?
It costs $50 to dissolve an LLC in Rhode Island. Pay by check if you mail your paperwork, or by cash, credit card or check if you file in person.
How Long Does It Take to Dissolve an LLC in Rhode Island?
It takes about 3 business days to dissolve an LLC in Rhode Island. Rhode Island doesn't offer a faster expedited option, so plan around the standard timeline.
Does Rhode Island Require Tax Clearance to Dissolve an LLC?
No, Rhode Island doesn't require tax clearance before you dissolve an LLC. Email tax.collections@tax.ri.gov to confirm your account is paid up before you sign the certification on Form 404.
Does a Foreign LLC in Rhode Island Cancel Its Registration the Same Way?
No, a foreign LLC in Rhode Island doesn't cancel its registration the same way a domestic LLC dissolves. It uses a separate cancellation form instead, which carries a $75 fee.
How Do I Close My Rhode Island Employer Tax Account?
You close your Rhode Island employer tax account by filing Form TX-13 with the Department of Labor and Training's Employer Tax Division. Mail it to 1511 Pontiac Avenue, Cranston, RI 02920, or fax it to (401) 574-8940.
References:
- https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-21.HTM
- https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-8.HTM
- https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-46.HTM
