How to Dissolve an LLC in Rhode Island

What Dissolving a Rhode Island LLC Means

Under R.I. Gen. Laws § 7-16-39, a Rhode Island LLC dissolves when a dissolution event occurs. Those events include a time or event stated in the articles of organization or written operating agreement, member action under § 7-16-21(b)(1), certain member-exit/no-member events, and judicial dissolution.

Dissolution starts the closeout process. The LLC must then wind up its affairs before the final Articles of Dissolution are filed. Rhode Island Department of State guidance also warns that annual taxes and fees continue until the business is legally closed.

Before You File: Approve the Dissolution

Review the LLC’s operating agreement and articles of organization first. Unless those documents provide otherwise, R.I. Gen. Laws § 7-16-21(b)(1) requires the affirmative vote of members entitled to vote representing a majority of the capital values of all unassigned membership interests to approve dissolution and winding up.

Document the approval in written consent or meeting records and keep the dissolution date and winding-up authority with the LLC’s permanent records.

Wind Up the Rhode Island LLC

Under § 7-16-45, the members who have not wrongfully dissolved the LLC generally wind up the company unless the articles of organization or operating agreement provide otherwise. Stop ordinary ongoing business except as necessary to collect assets, settle obligations, close contracts, and complete the company’s affairs.

Pay Creditors and Handle Liabilities Before Distributions

Rhode Island’s distribution rule in § 7-16-46 puts creditors first. On winding up, assets are applied first to creditors, including members who are creditors, before member distributions are made.

Do not distribute remaining cash or property too early. Section 7-16-31 also prohibits distributions that would leave the LLC unable to pay its debts as they become due or with assets below required liabilities.

The current Form 404 and Department of State closeout guidance do not impose a universal newspaper-publication step. Notify and settle with creditors as appropriate, but do not present publication as a mandatory Rhode Island filing prerequisite.

Annual Reports and Good Standing Before Closing

Rhode Island LLC annual reports are filed from February 1 through May 1. The current annual-report filing fee is $50, and a $25 late penalty applies after May 31. A company that remains active can lose good standing if required reports are not filed.

The Department of State’s closing guidance says annual taxes and fees continue until the business is formally dissolved. Check the Corporate Database and resolve outstanding annual-report issues before submitting the final closeout filing.

File Rhode Island Form 404 — Articles of Dissolution

The final Department of State filing for a domestic Rhode Island LLC is Form 404 — Articles of Dissolution. The current base filing fee is $50. The Department of State allows online filing and also provides the paper Form 404 for mail or in-person submission.

Under § 7-16-47, for most dissolution causes, Articles of Dissolution must be filed not later than 30 days following the dissolution and winding up. The filing identifies the LLC, its original organization filing date, amendment dates, the reason for dissolution, and the effective date.

Form 404 lets the filer choose effectiveness on the date received or a stated date certain. The form must be signed by an authorized person.

Complete Rhode Island Tax and Employer Closeout

The 2026 Form 404 instructions require the LLC to file its final Rhode Island tax return and be in good standing with the Rhode Island Division of Taxation before submission. The LLC must certify on Form 404 that it has no outstanding tax obligations and has paid all fees and taxes. The current form directs filers to verify tax status with the Division of Taxation.

This is a real pre-filing tax-status requirement, but the current Form 404 does not instruct domestic LLCs to attach a separate tax-clearance certificate. File final returns through the applicable tax classification and close registrations that the business actually held.

If the LLC had Rhode Island employees, submit DLT Form TX-13 — Employer Termination of Registration Report. Rhode Island’s official closing guide also says the final Quarterly Tax & Wage Report is due within 10 days of ceasing operations. Withholding employers must also complete the final RI-941 and RI-W3 reconciliation requirements.

What Happens After Form 404 Is Filed

Once the Rhode Island Department of State accepts the Articles of Dissolution and they become effective, the entity is legally closed on the state’s business records. The Department of State does not send a routine mailed or emailed confirmation; accepted filings can be confirmed in the public Corporate Database.

Keep the filed Form 404, member approval, winding-up records, creditor records, final tax returns, tax-status confirmation, final payroll filings, license cancellations, and final accounting records with the company’s permanent files.

Close the Remaining Business Accounts

• Rhode Island tax accounts: close applicable sales, withholding, excise, and other registrations after final returns are filed.
• Employer account: submit DLT Form TX-13 and final employer tax/wage reports if applicable.
• Licenses and permits: cancel state, professional, municipal, and local permits separately.
• Banking and contracts: close accounts after outstanding payments, refunds, and liabilities are resolved.
• Company records: retain dissolution approval, Form 404, final returns, creditor records, and final accounting.
• EIN: follow the federal EIN closeout process after all required federal filings are complete.

Common Rhode Island LLC Dissolution Mistakes

• Using a generic unanimous-consent rule instead of Rhode Island’s default majority-of-capital-values voting rule.
• Filing Form 404 before finishing final Rhode Island tax returns or confirming Division of Taxation good standing.
• Distributing assets before creditors and liabilities are paid or properly handled.
• Missing the § 7-16-47 filing timing rule after dissolution and winding up.
• Ignoring annual reports, annual taxes, or fees while the LLC is still active.
• Assuming the Department of State filing automatically closes DLT employer accounts, licenses, permits, bank accounts, or the EIN.

About the Author

Ahmad Adil

Ahmad Adil is the founder and CEO of LLC School. Use the official filing and tax-account sources linked in this guide for your LLC’s closeout. Requirements depend on the entity’s status and circumstances.

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