How to Dissolve an LLC in Rhode Island (2026)

To dissolve an LLC in Rhode Island, file Articles of Dissolution (Form 122) with the Rhode Island Department of State, for a $50 fee. The Rhode Island-specific requirement is tax clearance: Rhode Island is a true clearance state, so before the Secretary of State will process your dissolution, you must obtain a Letter of Good Standing from the Division of Taxation confirming all tax debts are satisfied. That letter takes about four weeks to issue, which makes it, not the actual filing, the real timeline driver.

Here's the full process and the Rhode Island-specific specifics.

Rhode Island LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure and hold the required member vote, then record it. Form 122 must be typed (illegible filings are rejected) and signed by an authorized member or manager, and it asks for the LLC's name, ID number, jurisdiction, and dissolution date.

Step 2: Wind up the business and settle debts

Wind up the LLC's affairs: notify known creditors, pay or provide for the company's debts, and distribute remaining assets to members, creditors first. Distributing assets ahead of creditors can create personal exposure.

Step 3: Request the Letter of Good Standing (start this early)

This is the Rhode Island-specific step, and the one to start first because it's the slowest. Rhode Island requires a Letter of Good Standing from the Rhode Island Division of Taxation confirming all tax debts have been satisfied, and you include it with your Articles of Dissolution. File your final returns, close your tax accounts using Form RI-2625 (which cancels sales-tax permits, withholding accounts, and other registrations, each must be closed individually), and request the Letter of Good Standing. The Division of Taxation typically takes about four weeks to process the request. The Division may also ask for a copy of your final federal return, federal Form 966 (corporations only), and the dissolution minutes or member statement (not required for single-member LLCs).

Step 4: File the Articles of Dissolution

File Form 122, Articles of Dissolution, with the Department of State's Business Services Division, $50, with the Letter of Good Standing attached. You can file online, by mail, or in person. The Secretary of State processes dissolutions in about 7–10 business days (in-person filings before 4 pm are handled the same day). Once approved, the state issues a Certificate of Dissolution, keep copies, you'll need them to close bank accounts and cancel insurance.

Step 5: Close accounts, licenses, and registrations

Finish by canceling local business licenses and permits, closing business bank accounts, canceling the EIN with the IRS if appropriate, and withdrawing any out-of-state registrations.

The Rhode Island wrinkle: the Letter of Good Standing comes first

Rhode Island's defining feature is that tax clearance is a genuine prerequisite, not an afterthought. In many states you can file your dissolution and settle taxes on a parallel track. Rhode Island reverses that: the Division of Taxation must issue a Letter of Good Standing confirming you've satisfied all tax debts before the Secretary of State will accept your Articles of Dissolution. That letter takes about four weeks, so the tax clearance, not the $50 filing, is what determines how long your dissolution actually takes.

The practical consequence is a forcing function: you can't legally close until you've reconciled with the tax authorities. The common mistake is filing the Articles of Dissolution without the letter, assuming final returns are enough, and then having the Secretary of State stall the filing months later asking for clearance documentation. So request the Letter of Good Standing early, close your accounts with Form RI-2625, and file once you have it in hand. And note that tax clearance operates independently of the entity closure, an undissolved Rhode Island LLC keeps accruing annual report fees and obligations until you file, the trap in can you just walk away from an LLC.

Frequently asked questions

Do I need tax clearance to dissolve a Rhode Island LLC?

Yes. Rhode Island requires a Letter of Good Standing from the Division of Taxation, confirming all tax debts are satisfied, before the Secretary of State will process your Articles of Dissolution. You request it from the Division of Taxation, which takes about four weeks, and attach it to your filing. This is a genuine prerequisite, not optional, so request it early in the process.

How long does it take to dissolve a Rhode Island LLC?

The Secretary of State processes the Articles of Dissolution in about 7–10 business days (same day if filed in person before 4 pm). But the real timeline driver is the Letter of Good Standing from the Division of Taxation, which takes roughly four weeks. Since you need that letter before the dissolution can be processed, plan for about a month to a month and a half overall, mostly waiting on tax clearance.

How much does it cost to dissolve a Rhode Island LLC?

The Articles of Dissolution filing fee is $50. The Letter of Good Standing from the Division of Taxation has its own modest fee, and you'll close your tax accounts using Form RI-2625. The cost to avoid is the recurring $50 annual report, which keeps accruing if you let the LLC sit undissolved rather than completing the clearance-and-filing process.

This page covers the Rhode Island specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for nearby states, Connecticut and Massachusetts. Rhode Island's official filing is at the Rhode Island Department of State, and tax clearance through the Rhode Island Division of Taxation.