How to Dissolve an LLC in Rhode Island: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Start with a documented decision by the members to close the company. Your operating agreement governs first, so check what it says about dissolution votes, the percentage required and any notice the members are owed before a vote. If the agreement does not address dissolution, collect written consent from every member instead of relying on an informal understanding. Write the decision up as a signed consent naming the LLC, confirming the members approved dissolution, and stating the effective date you plan to use, since Rhode Island lets you delay that date on the filing.

   Pro tip: Fix the effective date at the vote, not later. Rhode Island lets you set an effective date up to 90 days after filing, which is useful if you want the company to end on a clean month or quarter boundary.
2. 2

   File Articles of Dissolution (Form 404) - Domestic Limited Liability Company with the Rhode Island Secretary of State

   Rhode Island dissolves a domestic LLC through Articles of Dissolution (Form 404) filed under R.I. Gen. Laws Sec. 7-16-47. The fee is $50. That same section sets a deadline the guides usually leave out: the articles must be filed not later than thirty (30) days following the dissolution and winding up, so the filing is not something to leave sitting on a desk once the company's affairs are settled. You can file online, in person, or by mail to the Division of Business Services, 148 W. River Street, Providence, RI 02904-2615. The Secretary of State states that most filings are processed within 3 business days of receipt, which makes this one of the faster dissolution filings in the country. The current form is the 03/2026 revision, and it asks you to certify your tax position, so read step four before you sign it.

   Pro tip: You can delay the effective date up to 90 days from filing. Use that if you want the dissolution to land on a date that matches your final tax period rather than whichever day the filing happens to clear.
3. 3

   Notify Creditors and Settle Debts

   This is where Rhode Island differs from most states. R.I. Gen. Laws Sec. 7-16-47 sets no creditor notice period for LLCs and no statutory claim-bar period, so there is no waiting window you have to observe and no notice that shuts off future claims by operation of the statute. That cuts both ways. Nothing delays your filing, but nothing formally extinguishes a claim you did not find either. Work from your own records instead: lenders, landlords, suppliers, contractors, customers holding deposits, and anyone with an open warranty or dispute. Pay them or set aside money for them before the company distributes anything.

   Pro tip: Because no statutory notice bars claims here, written notice is a practical tool rather than a legal shield. Send it anyway, keep proof of delivery, and get signed releases from anyone settling for less than the full invoice.
4. 4

   Close Rhode Island State Tax Accounts

   Rhode Island issues no dissolution clearance certificate, and none is filed with the articles. What R.I. Gen. Laws Sec. 7-16-8(c) does is bar the Secretary of State from accepting articles of dissolution until all required filing and other fees have been paid and all fees and taxes have been paid. The obligation is the payment itself. Item 7 of the 03/2026 Form 404 implements it as a self-certification: you state under penalty of perjury that the LLC has no outstanding tax obligations and has paid all fees and taxes required by RIGL 7-16-8, and nothing is attached to the form. The contrast in the statute is worth seeing, because it is where the confusion comes from. Sec. 7-16-8(d) governs reinstatement rather than dissolution, and that subsection does ask for evidence in the form of a certificate of good standing issued by the division of taxation. Dissolution has no equivalent. Confirm your account with the Rhode Island Division of Taxation anyway before you sign, at tax.collections@tax.ri.gov or (401) 574-8941, since a certification is only free when it is true.

   Pro tip: Self-certification is not a shortcut, it is a signature under penalty of perjury. Call or email the Division of Taxation and get your account status confirmed before you sign, especially if you ever filed late or had a balance written off.
5. 5

   Deactivate Your EIN with the IRS

   The IRS cannot cancel an EIN, but it can deactivate it once any outstanding returns are filed and taxes owed are paid. See the FAQ below for the letter and mailing addresses. File the final federal return first: Form 1065 for a multi-member LLC, Form 1120-S if you elected S corporation treatment or Form 1120 if you elected C corporation treatment, each with the final return box checked, or the owner's return (Schedule C for most business activity) for a single-member LLC that did not elect corporate treatment.

   Pro tip: File the final return before mailing the deactivation letter.
6. 6

   Distribute Remaining Assets to Members

   Money leaves the company in a fixed order. Creditors and outstanding tax obligations come first, which matters more than usual in Rhode Island because you are certifying to the state that nothing is left unpaid. Whatever survives that goes to the members. Follow the distribution terms in your operating agreement, and if it is silent, distribute in proportion to the members' ownership interests. Log every distribution with a date, an amount, and a description of any property handed over in kind rather than sold, because those entries support each member's basis calculation when they file their personal return.

   Pro tip: Do not distribute before the Division of Taxation confirms your accounts are clear. Signing a perjury certification while cash is already out the door leaves you no way to fix a balance that turns up afterwards.
7. 7

   Confirm Dissolution is Complete

   Once the Articles of Dissolution are processed, and most filings clear within 3 business days of receipt, look the company up in the Secretary of State's online business database and save a copy of the record showing its status and the effective date. If you set a delayed effective date, check again after that date passes rather than assuming it applied. Keep one file containing the signed member consent, the stamped Articles of Dissolution, your correspondence with the Division of Taxation, the creditor notices and settlements, the final federal and state returns, and the schedule of member distributions.

   Pro tip: Save a dated PDF of the state record rather than a screenshot in a phone gallery. Banks, insurers and the IRS all ask for proof of the dissolution date at some point, usually months after you stopped thinking about it.

Winding-Up Checklist

• Cancel all Rhode Island business licenses and permits

  State and municipal licenses do not end when the LLC does. Cancel each one with whichever agency or town issued it so renewal notices, inspection fees and late penalties stop.

• Close business bank accounts

  Close accounts only after the last check clears, final distributions are made and any refunds have arrived. Cancel the business credit cards in writing and keep the closing statements with the dissolution file.

• Cancel business insurance policies

  Give each carrier the dissolution date and ask what happens to a claim reported after the policy ends. Run-off coverage is worth pricing if you carried professional liability.

• Notify vendors, suppliers, and customers in writing

  Set a final service date, clear open invoices in both directions, and cancel auto-renewing contracts and software subscriptions so nothing keeps charging a company that no longer exists.

• File final payroll tax returns and W-2s (if you had employees)

  Submit the final federal and Rhode Island employer returns, deposit the last withholding, and issue W-2s to employees and 1099-NEC forms to contractors. Open payroll balances will surface when you check your status with the Division of Taxation.

• Retain business records per Rhode Island retention requirements

  The verified data behind this guide does not set a retention period for dissolved Rhode Island LLC records, so do not invent a cutoff. Keep the certification you signed, the stamped filing and the final returns together indefinitely.