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How to Move an LLC Out of Rhode Island (Conversion, $50)

Updated September 3, 2026. Quick answer: Rhode Island permits it, in both directions, under R.I. Gen. Laws §§ 7-16-5.1 and 7-16-5.2; the statute calls the transaction ‘conversion,’ not ‘domestication,’ which is exactly why some published lists miss Rhode Island entirely. Unlike a few neighboring states, Rhode Island’s outbound clause does not carry an explicit textual condition requiring the destination state’s own law to authorize the move. The outbound filing fee is a flat $50. This page covers the entity-law half only.

The statute, and why Rhode Island gets miscounted

Section 7-16-5.2(a) provides that ‘a domestic limited liability company may convert to a corporation, a business trust, or association, a real estate investment trust, a common law trust, a sole proprietorship, or any other unincorporated business or entity including a partnership (whether general or limited, including a registered limited liability partnership), or a foreign limited liability company,’ naming a foreign LLC as an expressly permitted conversion destination. Subsection (e) then requires that if the LLC converts ‘to another entity or business form organized, formed, or created under the laws of a jurisdiction other than the state of Rhode Island,’ a certificate of conversion to non-Rhode Island entity must be filed with the secretary of state. Both clauses were confirmed verbatim on a direct re-fetch of the statute this session.

What the filing costs

Outbound, a Rhode Island LLC files a Certificate of Conversion to Non-Rhode Island Entity with the RI Secretary of State. R.I. Gen. Laws § 7-16-65(20) prices that filing at a flat $50, unambiguous on its face. The inbound direction (foreign LLC becoming a Rhode Island entity) requires Articles of Organization, priced separately at $150 under § 7-16-65(1); the fee schedule has no distinct line item for the accompanying certificate of conversion to an LLC that § 7-16-5.1(b) also requires, so the total inbound cost is not asserted here as a single confirmed figure.

That is the entity-law filing fee only. It is not the cost of leaving, and anyone who tells you the cost of leaving Rhode Island is a filing fee is selling something.

The part this page does not answer

The reason people search for this is usually not the filing. It is the tax exposure: what Rhode Island’s own revenue agency does when you leave, whether a final return is due, and whether the state agrees the entity has actually stopped doing business there. Those questions are governed by Rhode Island tax law and administrative practice, not by the entity-law citation above, and this cluster does not source them. We have the entity-law answer at primary and the tax answer not at all.

Two things worth knowing even so, both the general shape rather than a state-specific finding: changing the entity’s state of organization does not by itself end an obligation to register as a foreign LLC anywhere you still do business, and a state’s revenue department is a separate counterparty from its filing office. If you are moving to cut a tax bill, the entity move is the easy half.

This page sells nothing and links to no filing service. Moving an LLC is a filing-desk task with a statutory answer, and the answer is either in your two states’ codes or it is not.

What is commonly published about Rhode Island, and why it is wrong

Rhode Island is sometimes published as one of the states that does not permit LLC domestication, on the theory that its LLC Act has no section using the word ‘domestication.’

That claim does not survive reading the statute. Sections 7-16-5.1 and 7-16-5.2 expressly define the converting and target entity to include a foreign limited liability company in both directions, and the outbound filing is literally titled a certificate of conversion to a non-Rhode Island entity, which is the same transaction this page covers, just filed under the word ‘conversion.’

Check both ends of the move, not just the destination

A move needs two things to be true: your destination has to let the entity in, and your current state has to let it out. Nine states have no statutory route out, so an LLC formed in one of them cannot domesticate anywhere, however welcoming the destination is. That is where most published advice goes wrong; it checks one end.

State you would be leavingWhy there is no route outWhat the code offers instead
Delawarethe statute affirmatively limits it6 Del. C. § 18-209
Kentuckynothing in the code permits itKRS 275.345 to 275.365
Massachusettsthe statute affirmatively limits itMass. Gen. Laws ch. 156C, § 59(b)
Missourinothing in the code permits itMo. Rev. Stat. §§ 347.127 to 347.135
New Mexiconothing in the code permits itNMSA 1978 § 53-19-62
New Yorknothing in the code permits itNY LLC Law § 1001(b), certificate of merger under § 1003
South Carolinathe statute affirmatively limits itS.C. Code Ann. § 33-44-904
Washingtonthe statute affirmatively limits itRCW 25.15.416 to 25.15.431
West Virginianothing in the code permits itW. Va. Code § 31B-9-904, articles of merger under § 31B-9-905

Delaware is the surprise on that list and it is not a mistake; see the move-to-another-state guide, which covers Delaware’s route directly. For the other eight, the substitute is a merger, not a dissolution: form the new entity in the destination state and merge the old one into it. Merger produces a surviving entity rather than a continuation, so it is genuinely not the same thing as domestication, but it keeps far more alive than dissolving does.

The full 51-jurisdiction table is on the domestication states list; the three routes are compared on how to move an LLC to another state.

Sources

Every row on this page is statutory text. 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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