Updated August 12, 2026. Quick answer. To dissolve an LLC in Rhode Island you file the Articles of Dissolution (Domestic Limited Liability Company), and it can be filed online or on paper. Fee: $50. Rhode Island requires no tax-clearance certificate to accept the filing. Until that filing is accepted the LLC still legally exists — and whatever Rhode Island charges an LLC each year keeps accruing against it.
What you file in Rhode Island, and what it costs
| Item | Detail |
|---|---|
| Filing | Articles of Dissolution (Domestic Limited Liability Company), Form 404 (rev. 03/2026), filed with the Department of State, Business Services Division |
| Fee | $50 |
| How you can file | both — Online via the RI Department of State filing system (business.sos.ri.gov — ‘File Online’ link on the SOS Close Your Rhode Island Business page) or paper by mail/in person to Division of Business Services, 148 W. River Street, Providence, RI 02904-2615 (address on Form 404). |
| Tax clearance | not required |
| Statute | R.I. Gen. Laws § 7-16-47 (articles of dissolution); § 7-16-8 (paid-all-fees-and-taxes certification); § 7-16-41 (revocation of certificate of organization) |
Verified from the official form PDF (docs.sos.ri.gov). Single-step filing under RIGL 7-16-47. Requires entity ID, LLC name, date of original Articles of Organization, amendment dates, reason for dissolution, effective date (date received or a date certain), and signature of an Authorized Person under penalty of perjury.
On the fee. ‘Filing Fee: $50.00’ printed on Form 404. Payable by check by mail, or cash/credit/check in person at 148 W. River Street, Ste. 1, Providence, RI 02904; also payable through the online filing system.
Tax clearance in Rhode Island
No tax-clearance certificate is required to file in Rhode Island. That is not the same as owing nothing — it means the state will accept the filing without a revenue-agency sign-off first.
No pre-clearance certificate or letter of good standing must be attached for a domestic LLC, but the form contains a mandatory tax self-certification: item 7 (quoted): ‘The limited liability company certifies that it has no outstanding tax obligations. As required by RIGL 7-16-8, the limited liability company has paid all fees and taxes.’ The instructions add: ‘Before submitting this form, ensure your entity has filed its final tax return and is in good standing with the RI Division of Taxation’ and direct filers to verify status via [email protected] / (401) 574-8941. So: no clearance document, but a statutory paid-all-taxes certification under penalty of perjury.
Do not just walk away
Closing the business is not closing the entity. Revocation of the certificate of organization by the Secretary of State after not less than 60 days’ mailed notice, for failure to file the annual report or pay required fees
RIGL 7-16-41 (verified at rilegislature.gov): the secretary of state may revoke when the LLC ‘has failed to file its annual report within the time required by this chapter, or… has failed to pay any required fees,’ after ‘notice thereof not less than sixty (60) days prior to such revocation by regular mail addressed to the resident agent’; the LLC may cure within that period by filing the report and paying fees. Annual report (Form 632) is due Feb 1–May 1 each year, $50 fee; a $25 late penalty applies after a 30-day grace period (penalty figure from multiple secondaries, not re-verified in statute). A revoked LLC must later reinstate (with accumulated reports/fees) or remain revoked;
Closing the tax accounts
File a final RI return through the dissolution date (possible short-year return), file Form RI-2625 Account Cancellation Form to cancel tax accounts, and confirm no outstanding tax debts with the Division of Taxation
From the SOS Close Your Rhode Island Business page: ‘A final RI tax return must be filed through the date of dissolution, meaning you may be responsible for a short year return’; file the ‘RI-2625 Account Cancellation Form’ to ‘cancel certain tax accounts’; provide copies of the final federal return/Form 966 documentation to the Division of Taxation; verify status at [email protected].
Before you file
- The order the steps go in — internal decision, creditors and distributions, the state filing, the final returns, then the registrations you are still paying for.
- What an LLC costs to keep alive in Rhode Island — the bill that keeps running until this filing lands.
- What dissolution costs in all 51 jurisdictions — the fee, the filing route and the tax-clearance flag, side by side.
- What happens if you simply stop filing — administrative dissolution is the walk-away trap happening to you rather than by you.
We do not form or dissolve LLCs, sell filing services, or take a commission from anyone who does. No advertising appears on this page and we earn nothing from it.
Sources and limits
R.I. Gen. Laws § 7-16-47 (articles of dissolution); § 7-16-8 (paid-all-fees-and-taxes certification); § 7-16-41 (revocation of certificate of organization). Fee, form and procedure read 2026-08-10 from the official source.
Research note. Note the old rilin.state.ri.us statute host now serves a certificate for rilegislature.gov — use webserver.rilegislature.gov for RIGL text. The $25 annual-report late penalty is the only secondary-sourced number in this row and is flagged as such in walk_away notes.
Honest gap. This page covers the state filing that ends the entity, its fee and its tax-clearance condition. It does not cover creditor claims against a dissolved LLC, disputes between members, the tax treatment of a final distribution, reinstatement after an administrative dissolution, or withdrawal from any other state you registered in — each of those has its own rules. General information, not legal or tax advice. See methodology and corrections.