To close a Rhode Island business corporation, you file the Rhode Island Articles of Dissolution (Form 111) with the Secretary of State, together with a Letter of Good Standing from the Division of Taxation and a $50 filing fee. Online submissions are processed in one to three business days. The form itself is a single page, but you cannot sign it honestly until the corporation has held the required votes, paid its debts, distributed its remaining assets, and cleared its state taxes.
If you run a nonprofit, this form is not for you. Rhode Island nonprofits dissolve using Form 203, and out-of-state nonprofits use Form 254.
What Must Be Done Before You File
Form 111 requires you to declare, under RIGL § 7-1.2-1308, that the corporation’s debts have been paid or discharged, that remaining assets have been distributed to shareholders, and that no suits are pending (or that adequate provision has been made for any pending judgments).1Rhode Island General Assembly. Rhode Island Code 7-1.2-1308 – Articles of Dissolution If any of those statements is not yet true, the corporation isn’t ready to file.
RIGL § 7-1.2-1303 lays out the sequence that gets you there:2Rhode Island General Assembly. Rhode Island Code 7-1.2-1303 – Voluntary Dissolution by Act of Corporation
- The board of directors adopts a resolution recommending dissolution and directs the question to a shareholder vote.
- At a properly noticed meeting, shareholders approve by a majority of outstanding shares. If there are separate classes of stock, each class votes separately and each must approve by majority.
- Immediately after shareholder approval, the corporation delivers notice to every known creditor.
- The corporation collects its assets, sells property that won’t be distributed in kind, pays or adequately provides for all obligations, and only then distributes what remains to shareholders according to their respective interests.
That last step matters. Distributing assets before satisfying liabilities is the mistake that most often turns a routine dissolution into a dispute later.
Getting the Letter of Good Standing From the Division of Taxation
This is the step that trips up most filers. The Letter of Good Standing (sometimes called a LOGS) comes from the Rhode Island Division of Taxation, not the Secretary of State, and confirms the corporation has no outstanding tax liabilities. The Secretary of State will not process a dissolution without it.3Rhode Island Division of Taxation. Letters of Good Standing
You can request it two ways:
- Online, through the Division of Taxation’s Taxpayer Portal, by selecting “LOGS Request” under the Online Transactions menu.
- By mail, with a $50 check or money order payable to the RI Division of Taxation, sent to Letter of Good Standing, Compliance & Collections, Rhode Island Division of Taxation, One Capitol Hill, Providence, RI 02908.
The $50 fee for the letter is separate from the $50 Secretary of State filing fee, so budget $100 in state fees total. If the corporation owes back taxes, has unpaid penalties, or has unfiled annual reports, the Division will not issue the letter until those are cleared.
The letter is valid for 60 days. If you don’t file the dissolution within that window, you’ll need to request a new letter and pay again.
What Form 111 Asks For
Form 111, titled “Articles of Dissolution — Domestic Business Corporation,” is a one-page PDF available on the Secretary of State’s website.4Rhode Island Department of State. Articles of Dissolution – Domestic Business Corporation It asks for:
- The entity ID number the Secretary of State assigned when the corporation was formed. You can look this up in the state’s online Corporate Database.
- The corporation’s exact legal name as it appears in state records. Verify it against the Corporate Database so a mismatch doesn’t delay processing.
- The method of dissolution: a checkbox for dissolution by consent of the shareholders or by act of the corporation. The form does not ask for vote totals, but the underlying shareholder authorization still has to comply with § 7-1.2-1303.
- The Letter of Good Standing, which must accompany the filing.
An authorized officer signs. A shareholder’s signature without officer authority will get the filing rejected.
How to Submit the Filing
Once Form 111 is complete and the Letter of Good Standing is in hand, send everything to the Business Services Division of the Secretary of State. You have three options:
- Online, by uploading the documents through the Secretary of State’s filing portal at business.sos.ri.gov and paying the $50 fee by credit card or prepaid account.
- By mail, sending the completed Form 111, the original Letter of Good Standing, and a $50 check or money order payable to the Rhode Island Secretary of State to Business Services Division, 148 W. River St., Providence, RI 02904.
- In person, at the same Providence office during business hours.
The filing fee for a business corporation is $50.5Rhode Island Department of State. Close Your Rhode Island Business
After the Certificate Issues
Online filings are typically processed in one to three business days.6Rhode Island Department of State. Start Your Rhode Island Business Mail submissions take longer because delivery time is added to the processing window. Once the Secretary of State determines that the articles conform to law and all fees and taxes are paid, the office endorses the filing, files the original, and issues a Certificate of Dissolution.7Rhode Island General Assembly. Rhode Island Code 7-1.2-1309 – Filing of Articles of Dissolution Online filers get the certificate electronically. Mail-in filers get a stamped copy returned.
Check the Corporate Database afterward to confirm the entity shows an inactive status. That public record is what banks and other parties will rely on to verify the corporation no longer exists.
One thing dissolution does not do: wipe out existing legal claims. Under § 7-1.2-1309, the corporation’s existence ceases on issuance of the certificate except for the purpose of lawsuits, other proceedings, and winding-up actions by shareholders, directors, and officers. A pending claim survives the certificate.
Federal Follow-Up
Filing with Rhode Island only closes the state side. The IRS expects its own notifications.
File IRS Form 966, Corporate Dissolution or Liquidation, within 30 days of adopting the dissolution plan — not 30 days after the state filing.8Internal Revenue Service. About Form 966, Corporate Dissolution or Liquidation Because most corporations adopt the resolution well before finishing the wind-up, this deadline can arrive earlier than you expect.
File a final federal income tax return for the corporation’s last tax year: Form 1120 for a C corporation or Form 1120-S for an S corporation, with the “Final return” box checked. If the corporation had employees, file final payroll returns (Forms 941 or 944, Form 940) and issue final W-2s and 1099s.
After all final returns are filed and any balances paid, send the IRS a letter asking it to deactivate the corporation’s Employer Identification Number. Include the legal name, EIN, business address, and reason for closing, along with a copy of the original EIN assignment notice if you still have it. Mail it to Internal Revenue Service, MS 6055, Kansas City, MO 64108 or Internal Revenue Service, MS 6273, Ogden, UT 84201.9Internal Revenue Service. If You No Longer Need Your EIN
Mistakes That Cause Rejections
Most dissolution rejections come down to a few avoidable errors:
- An expired Letter of Good Standing. Sixty days passes quickly when you’re also finishing a wind-up, and a lapsed letter means another $50 to replace it.
- A corporation name on Form 111 that doesn’t match state records, usually because of a prior name amendment the filer forgot about. Check the Corporate Database first.
- Unfiled annual reports. The Division of Taxation will not issue the Letter of Good Standing until missing reports and any associated fees are brought current.
- Missing the 30-day deadline for IRS Form 966. The state won’t catch this, but the IRS will.
- Using the wrong form entirely. Form 111 is for domestic business corporations only; nonprofits use Form 203 or 254.10Rhode Island Department of State. Close Your Non Profit Corporation
Keep copies of the completed Form 111, the Certificate of Dissolution, the Letter of Good Standing, and all final tax returns. Formation and dissolution records should be retained permanently, and tax records for at least seven years after the final filing.