Rhode Island Foreign Registration / Cancelling

Cancelling a Rhode Island foreign LLC registration

A foreign LLC leaves Rhode Island by filing Form 452, the Certificate of Cancellation, for $75, after it has settled its Department of State filings and its taxes. A corporation uses Form 154 for $50. We prepare either for $199.

The cancellation at a glance

Form: Form 452
Title: Certificate of Cancellation
Law: R.I. Gen. Laws 7-16-53
Fee: $75
Signed by: A person with authority under the law of the home state, or a receiver or trustee
Before filing: Department of State filings current; tax accounts closed
After filing: Process can still be served on the Secretary of State
Filed with: Rhode Island Department of State, Business Services Division

Settle these first

The Department says the business must be active and up to date with all its Department of State filings. It must also file a Final Return Form with the Division of Taxation and confirm that every other tax account is closed and paid. Until the registration is formally closed, the annual taxes and fees keep running, and an administrative revocation of the foreign registration is not a formal closure.

The sworn statement

The business certifies under penalty of perjury that it has confirmed its tax status with the Division of Taxation and has no outstanding tax debts.

What the certificate does

Filing a certificate of cancellation revokes the authority of the resident agent to accept service and consents that process in any action based on a claim from the time the LLC was authorized may be served on the Secretary of State. The certificate gives a post office address to which the Secretary of State may mail a copy of any process.

Who signs

A person with authority under the law of the home state, or a receiver or trustee signs the certificate. It is filed online, as the fee schedule marks it as an online filing.

Corporations, nonprofits and partnerships

A corporation applies for a certificate of withdrawal and pays $50; a nonprofit pays $10; either kind of partnership pays $50. A limited partnership provides a letter of good standing in order to cancel. A corporation held by a receiver or trustee is signed for by that person.

Closing a business with employees

State law requires final paychecks within 24 hours of an employee's last day, and an employer with 100 or more full-time workers has to consider the federal WARN Act's notice rules before closing a site. These are employment matters outside the cancellation itself.

Where the cancellation fits

Cancelling is the last Department of State step. It follows the final tax return and the closing of the tax accounts. A company that will not return to Rhode Island saves $450 a year by cancelling, after paying the $75. Process can still be served on the Secretary of State after filing, for claims from the registered period. Registering and cancelling in the first year costs $225 in Department fees, or $275 with one annual report filed in between.

After you file

Check that the cancellation was accepted. A closed registration ends the yearly report and minimum-tax cycle from that point forward, though claims from the registered period can still reach the company through the Secretary of State.

Order of work for a closing company

First bring the annual reports current. Second, file the Final Return Form with the Division of Taxation and pay any balance through the Taxpayer Portal or otherwise. Third, confirm that the other tax accounts, such as sales and withholding, are closed. Fourth, file the certificate of cancellation and pay $75. Fifth, confirm that the Department accepted it.

What each step costs

Step	Charge
Missing annual reports	$50 each, or $75 with the penalty
Final return	Taxes owed, if any
Certificate of cancellation	$75
Certified copy of the cancellation, if wanted	$10 plus a charge per copy

The Division of Taxation steps have no Department of State fee.

Examples

A Delaware LLC that closed its Providence office files Form 452 once its reports and taxes are settled. A Wyoming LLC whose registration was revoked for a returned reminder letter must take extra steps before it can file anything else. A New York corporation that sold its Rhode Island business withdraws with Form 154.

Cancelling a Rhode Island foreign LLC

Bring the Department of State filings current
File any missing annual reports.
Close the tax accounts
File the final return and pay what is owed.
Complete Form 452
State the name, the date the LLC qualified and a process mailing address.
Sign and file
Pay $75.
Confirm
Check that the cancellation was accepted.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Cancellation questions

Can a business with unpaid reports cancel?

The Department says the business must be current with its filings first.

Does cancelling end the minimum tax?

The tax continues until the business is formally closed, including the Division of Taxation steps.

What does Form 452 cost?

$75.

Cancel my Rhode Island registration

Fees

Register in Rhode Island

Rhode Island

$199

+ $150 Rhode Island fee

Form 450 for an LLC, drafted from your answers
Your home certificate's date tested before anything is filed
A Rhode Island resident agent, ours or the one you name
The accepted registration sent back to you
Renewal: after the first year, the agent service renews at $149 a year

$150 is Rhode Island's fee for an LLC and shows apart from our charge; other entity types are on their own pages. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Official sources

Starting work in Rhode Island?

Place the order and we plan the certificate date before anything is filed.