The process of Legally Closing a LLC in Rhode Island is called Dissolution.  After a Rhode Island LLC has been Dissolved, it ceases to be Legally Active in the Rhode Island Secretary of State's records and may no longer Legally conduct business in the state of Rhode Island.

A Rhode Island LLC is created when the RI Secretary of State approves the Formation Documents - the Articles of Organization.  A record of the Rhode Island LLC is added to the list of LLCs which have officially registered with the Rhode Island Secretary of State.  Once a LLC is registered with the Rhode Island Secretary of State, that LLC immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.

If you've registered a Rhode Island LLC with the Rhode Island Secretary of State and want to cease business activities you have to let the RI Secretary of State know that you intend to close your company.  Only after the RI Secretary of State has made sure that all of the obligations of the Rhode Island LLC have been fulfilled will the Secretary of State approve of the closure of the company.

When the Rhode Island Secretary of State approves the closing of a RI LLC, that Rhode Island LLC is said to be Dissolved.  The process of Dissolving a Rhode Island LLC is called Rhode Island LLC Dissolution.

A Rhode Island Limited Liability Company must be in good standing and have filed all its required reports with the RI Secretary of State before the Rhode Island Secretary of State will approve Dissolution of the RI Limited Liability Company. A letter of good standing from the Rhode Island Department of Taxation must be attached to the Articles of Dissolution of a Rhode Island LLC. All debts, obligations and liabilities of the Rhode Island LLC must have been paid and discharged before the Rhode Island Secretary of State will legally dissolve the RI Limited Liability Company.

As soon as a Rhode Island LLC is registered with the RI Secretary of State, that LLC is responsible for recurring obligations of the Rhode Island Secretary of State and the Rhode Island Department of Revenue.  If a Rhode Island LLC does not file its required reports or pay its tax obligations, then that RI Limited Liability Company could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your Rhode Island LLC with the Rhode Island Secretary of State that RI Limited Liability Company will be responsible for all recurring fees and penalties until the company has been legally closed.

Rhode Island LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.

There are things you need to do before you can request approval of LLC Dissolution from the Rhode Island Secretary of State; and things that you have to do after the RI Secretary of State has approved Dissolution of the Rhode Island LLC.

When a Rhode Island LLC is originally created, the Members (owners) may create a document called an Operating Agreement.  The Operating Agreement may include pretty much anything that has to do with running the LLC, including specific requirements which need to be followed before the LLC may be Legally Closed.  Before you do anything else, you should review the Operating Agreement for anything that needs to be done before the Business is Legally Closed.
What you have to do both before and after the Rhode Island LLC is Dissolved largely depends what kind of debts and liabilities that the Rhode Island LLC has.  If the Rhode Island LLC has not commenced business activities then the RI LLC Dissolution process is easier.

1. Hold a Members meeting and record a resolution to Legally Close the Rhode Island LLC
   
   Rhode Island LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
   
   A meeting should be held of all Members of the Rhode Island LLC and a vote to Legally Close the Rhode Island Limited Liability Company taken.  There should be a majority of Members who vote Yes to Legally Close the company. A formal date on which the LLC will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Rhode Island LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the Rhode Island LLC.
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the Rhode Island Secretary of State.
   
   
2. File all required Annual Reports with the Rhode Island Secretary of State
   
   The Rhode Island Secretary of State will not approve the Dissolution of a RI LLC until all required administrative reports have been filed.
   
   We can file any required Annual Reports with the RI Secretary of State quickly and easily.
   
   
3. Clear up any business debts
   
   All creditors of a Rhode Island LLC should be given notice of the pending LLC Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.
   
   
4. Pay all taxes and administrative fees owed by the Rhode Island LLC
   
   The Rhode Island Secretary of State will definitely not approve the Dissolution of a Rhode Island LLC until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the Rhode Island LLC
   
   If the Rhode Island LLC has any remaining assets, these may be divided according to the Members' ownership interests in the RI Limited Liability Company.  Refer to the Articles of Organization for specific requirements, if any, for asset distribution.  All distributions to LLC Members must be reported to the IRS.
   
   
2. Close all business bank accounts of the Rhode Island LLC
   
   If there are any business bank accounts that have been opened for the Rhode Island LLC then those accounts must be closed.  If any business bank accounts are left open then there may be liability and obligations of the Dissolved Rhode Island LLC which could lead to legal problems down the line.
   
   
3. Cancel all local business licenses and permits of the RI LLC
   
   If the Rhode Island LLC has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Rhode Island LLC may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A dissolved Rhode Island LLC may be required to file IRS Form 966 with the US Internal Revenue Service.  If a Rhode Island LLC is required to file IRS Form 966, that filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the Rhode Island LLC has been legally Dissolved so that it may take the appropriate actions.
   
   We can prepare IRS Form 966 for you to file.
   
   
5. Cancel the IRS account associated with the RI LLC's Federal Tax ID (EIN)
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the Rhode Island LLC.  Once the IRS links an EIN to a Rhode Island LLC, that EIN stays with the Rhode Island LLC even after the Company has been Legally Closed by the Rhode Island Secretary of State.
   
   When the IRS processes the final tax return for the Rhode Island LLC, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
   
   If you should decide to revive the Rhode Island LLC down the line then the IRS will reactivate the old EIN for your new Business.
   
   Before a Rhode Island LLC can close an EIN account, it must be in Good Standing with the IRS.  The Rhode Island LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Rhode Island LLC cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
   
   We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN.
   
   
6. Keep Records of all Pertinent Business Documents
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Organization and any Amendments - and all Dissolution douments.

You notify the IRS that your Rhode Island LLC has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your LLC has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your Rhode Island LLC you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a LLC, that EIN stays with the LLC even after the Company has been Dissolved.  If you don't plan to reopen your Rhode Island LLC after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

The time it takes to Dissolve a Rhode Island LLC varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc.

Once the initial actions are completed, the Rhode Island Secretary of State usually takes around 5-7 business days to process the Articles of Dissolution.

Processing times for Rhode Island LLC Dissolution filings vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of Rhode Island Dissolution filings takes the state around 5-7 business days.

We are dependent on, and have no control over, the staff and systems of the Rhode Island Secretary of State .  In our experience 5-7 business days is the time it usually takes the Rhode Island Secretary of State to process a Rhode Island Dissolution filing.  We get your Rhode Island LLC Dissolution filing to the RI Secretary of State as soon as possible after we receive your order.  Once it is at the state we have no control over the Rhode Island Dissolution approval process.

The total cost to Legally Close a Rhode Island LLC varies depending on exactly what is required for each specific RI Dissolution.  We charge $249 plus any state fees for our Rhode Island LLC Dissolution services. This includes:

We also offer these Rhode Island LLC Dissolution services separately as explained below.

If there are Foreign Limited Liability Companies in states other than Rhode Island that are tied to the Domestic Rhode Island LLC then each of those Foreign LLCs must be Dissolved before the Rhode Island LLC can be legally Dissolved.

A Rhode Island LLC company name becomes available for anyone to use when the Rhode Island Limited Liability Company is Dissolved by the Rhode Island Secretary of State. There are no LLC company name protections in Rhode Island once a Rhode Island LLC has been Dissolved by the RI Secretary of State.