How to dissolve an LLC in Rhode Island

Step 1: Agree to dissolve

Follow the LLC's operating agreement: most say what vote closes the company. Without one, Rhode Island's default rules decide, which usually means the members' consent. Write the decision down, signed by the members or managers, and keep it with the company's records; Rhode Island doesn't ask you to file it.

Step 2: Wind up the business

Winding up is the time between the decision and the final filing, when the LLC does only what closing requires:

• finish or hand off its contracts and stop taking new work;
• tell creditors, collect what customers owe, and pay its debts or set money aside for them;
• sell or distribute its property, then pay what's left to the members as the operating agreement says;
• cancel its licenses, permits and any fictitious business name filings, and close its bank accounts last.

Step 3: File final tax returns and get tax clearance

The articles attest that the LLC has filed its final tax return and is in good standing with the Division of Taxation; the Division's Letter of Good Standing ($50) shows it. Annual taxes and fees keep coming due until the dissolution is accepted.

On the federal side, a multi-member LLC files a final Form 1065 (check the final return box), a single-member LLC reports its last year on the owner's return, and an LLC with employees files final payroll returns. The IRS doesn't cancel an EIN, but it will close the LLC's account if you write to it.

Step 4: File the Articles of Dissolution with the Rhode Island Department of State

What to file: Articles of Dissolution (Form 404). File online through the Business Services Division, or by mail or in person in Providence.

File online, or open the form or its instructions.

Step 5: Keep the records

Keep the filed Articles of Dissolution, the members' decision, the final returns and the records of what was paid and distributed. Tax records are usually kept for several years, and the filed document is what shows a bank, a landlord or a court that the LLC closed. On our sister site, the Rhode Island company records show each company's status as the state's register lists it.

If you just stop filing

An LLC that stops filing its recurring report isn't closed: Rhode Island eventually ends it administratively, but until then fees, penalties and any state tax keep adding up, and an administratively dissolved LLC can usually be reinstated, debts included. Filing the Articles of Dissolution closes it on your terms and on the record. Rhode Island's recurring filing, for reference: $52.50 online ($50 on paper) each year (due February 1 to May 1).

Sources

• 404 articles of dissolution (PDF), docs.sos.ri.gov
• Close your rhode island business, sos.ri.gov
• Logs m (PDF), tax.ri.gov

Read from the Rhode Island Department of State's own pages and forms on October 10, 2026.