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How to Reinstate a Corporation in Rhode Island (Withdrawal of Certificate of Revocation)

Updated September 4, 2026. Quick answer: a dissolved Rhode Island corporation reinstates by filing Withdrawal of Certificate of Revocation (a reinstatement packet plus a Division of Taxation Letter of Good Standing), filed with the Rhode Island Department of State, Business Services Division under R.I. Gen. Laws § 7-1.2-1416 (Rhode Island Business Corporation Act, Title 7, Chapter 1.2) – ‘Withdrawal of certificate of revocation’, but only within 20 years of dissolution.

If you’d rather have the reinstatement filed for you

Bizee can prepare and file the Rhode Island reinstatement paperwork described above on your behalf. State filing fees and any back taxes owed are separate, and you pay those directly either way.

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The filing, and what Rhode Island calls it

Rhode Island frames this as the Secretary of State ‘withdrawing’ the corporation’s Certificate of Revocation, commonly called ‘reinstatement.’ Revocation is triggered by failure to file an annual report, pay taxes/fees, or maintain a registered agent/office. The process is two agencies: first the corporation obtains a Letter of Good Standing from the RI Division of Taxation (confirming it is current on the state’s minimum corporate tax), then files any previously-missing corporate documents and pays per-year penalty fees to the RI Department of State, which then withdraws the revocation.

How long you have to reinstate

Rhode Island does not let a dissolved corporation reinstate forever. You have just 20 years from the dissolution or revocation date; miss it and the only path back is forming a new entity from scratch, losing the original formation date and history. The Secretary of State may withdraw a certificate of revocation and retroactively reinstate the corporation in good standing within 20 years after issuing that certificate. (R.I. Gen. Laws § 7-1.2-1416)

What you must pay before it goes through

Rhode Island will not reinstate the corporation until every year it sat delinquent is paid for. The corporation must (1) file the documents it had previously failed to file, (2) pay a penalty of $50 for each year or part-year that has elapsed since the certificate of revocation issued, and (3) obtain a Letter of Good Standing from the RI Division of Taxation – which itself costs $50 to request and requires the corporation to be current on Rhode Island’s minimum corporate tax (a minimum of $400/year continues to accrue while the entity is revoked). (R.I. Gen. Laws § 7-1.2-1416; RI Dept of State ‘Revoked Entities’ guidance)

Whether your name is still yours

Your original name is not guaranteed to still be yours. If another entity’s name is not distinguishable from the revoked corporation’s name, the Secretary of State conditions withdrawal of the revocation on the reinstated corporation amending its articles to adopt a distinguishable name. The Department of State’s own guidance separately warns that entities revoked for more than one year may lose the right to their name. Check Rhode Island’s business-name database before assuming the reinstatement filing will go through under the old name. (R.I. Gen. Laws § 7-1.2-1416; RI Dept of State ‘Revoked Entities’ guidance)

What the filing costs

Not one fixed number: a $50 fee to the RI Division of Taxation for the Letter of Good Standing, plus a $50-per-year (or part-year) penalty to the Secretary of State, plus whatever base filing fee applies to the specific missing documents being filed. The RI Department of State calculates the total case-by-case rather than publishing one flat reinstatement fee.

What this page does not answer

Reinstating the entity at the state level and squaring things up with the IRS are two separate processes. Late federal returns, penalty abatement requests, and reinstating a lapsed EIN’s associated accounts are governed by federal law, not by Rhode Island’s corporation statute, and this page does not source them. We have the state-filing answer at primary and the federal-cleanup answer not at all.

This page covers a for-profit business corporation. If you are reinstating an LLC in Rhode Island instead, the filing, fee and statute are different: see reinstating an LLC in Rhode Island.

Sources

Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster as a source of law; those are the only publishers of the competing versions.

See the filing option on this page