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How to Dissolve a Corporation in Rhode Island (Articles of Dissolution, $50)

Updated September 4, 2026. Quick answer: a Rhode Island for-profit corporation dissolves by filing Articles of Dissolution under R.I. Gen. Laws §§ 7-1.2-1302, 7-1.2-1303, 7-1.2-1308, 7-1.2-1309 (Rhode Island Business Corporation Act) for $50, but Rhode Island will not accept it without a tax clearance certificate in hand first.

The filing, and what Rhode Island calls it

Voluntary dissolution occurs either by written consent of all shareholders (§ 7-1.2-1302) or by act of the corporation: board resolution plus shareholder majority vote at a noticed meeting (§ 7-1.2-1303). After debts are paid/discharged (or bankruptcy is completed) and remaining assets distributed, the corporation executes Articles of Dissolution stating those facts and that no suits are pending (§ 7-1.2-1308), which are delivered to the Secretary of State, who issues a certificate of dissolution once fees and taxes are paid and the articles conform to law (§ 7-1.2-1309).

The tax clearance question

Rhode Island will not accept the Articles of Dissolution without a tax clearance in hand. § 7-1.2-1309 conditions the Secretary of State’s filing and certificate issuance on the articles conforming to law when all fees and taxes have been paid. The RI Department of State’s current official Articles of Dissolution instructions for a Domestic Business Corporation state that filers should ensure their entity has filed its final tax return and is in good standing with the RI Division of Taxation before submitting the form, and the form itself requires the corporation to certify, under penalty of perjury and as required by § 7-1.2-1309, that it has no outstanding tax obligations and has paid all fees and taxes. (R.I. Gen. Laws § 7-1.2-1309; RI Dept. of State Articles of Dissolution (Domestic Business Corporation) instructions)

Creditors and the claims window

Rhode Island requires a formal notice-to-known-and-unknown-creditors procedure. Upon adoption of the dissolution resolution (whether by shareholder consent or act of the corporation), the corporation shall immediately deliver notice of the adoption of such resolution to each known creditor of the corporation (§§ 7-1.2-1302(b)(1), 7-1.2-1303(4)). No specific numeric claims-bar period is tied to that notice; separately, any dissolved corporation continues for 5 years after dissolution to wind up affairs, discharge liabilities, and allow suits (§ 7-1.2-1325). (R.I. Gen. Laws §§ 7-1.2-1302(b)(1), 7-1.2-1303(4), 7-1.2-1325)

What the filing costs

The Articles of Dissolution carries a $50 filing fee. $50.00 filing fee for Articles of Dissolution, Domestic Business Corporation, per the current RI Dept. of State form and its “Close Your Rhode Island Business” fee table.

What this page does not answer

Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by Rhode Island’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.

This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.

This page covers a for-profit business corporation. If you are closing an LLC in Rhode Island instead, the filing, fee and statute are different: see dissolving 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; those are the only publishers of the competing versions.

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