Rhode Island Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Rhode Island articles of dissolution are the filing that closes a domestic for-profit business corporation at the Department of State, Division of Business Services. The published instrument is Form 111, Articles of Dissolution, DOMESTIC Business Corporation, authorized by Sections 7-1.2-1308 and 7-1.2-1309 of the Rhode Island General Laws. This state keeps the name the slug uses. A Rhode Island LLC files Form 404 instead, and a domestic non-profit corporation files Form 203 at a $10 fee.

2. 2

   No Division of Taxation certificate or letter is obtained, attached or mailed with the filing. The clause that once required one was deleted from Section 7-1.2-1309(a), and from the incorporators route at Section 7-1.2-1301(a)(2), by Public Law 2017, chapter 371, Section 1, with effect from July 1, 2020. The statutory condition that survived is a payment condition the filing office applies itself: the Secretary of State acts when all fees and taxes have been paid.

3. 3

   The Division of Taxation still runs its own closing track, and it is easy to mistake for a filing prerequisite. Form LOGS, Request for a Letter of Good Standing, revision 05/2025, carries Section V, Dissolution/Cancellation of Domestic Entities, whose first checkbox is filing for articles of dissolution with the Rhode Island Secretary of State. Section V asks for every past due return, all tax, interest and penalty balances paid, a final Rhode Island return through the date of the request, a copy of the final federal return, a copy of federal Form 966 for corporations, and a copy of the minutes of the meeting to dissolve. It costs $50, generally takes about two weeks, and a request is generally good for 60 days.

4. 4

   Creditor notice in Rhode Island is mandatory, immediate, and happens well before the form reaches the filing office. Both authorization routes use the same words: the corporation shall immediately deliver notice of the adoption of such resolution to each known creditor of the corporation (Sections 7-1.2-1302(b)(1) and 7-1.2-1303(4)). Delivery to known creditors, not newspaper publication, and no claim-filing window in days is set for a voluntary dissolution. The articles themselves are executed and filed only after collection of assets, discharge of liabilities and distribution are complete (Section 7-1.2-1302(c)).

5. 5

   Two routes approve the dissolution and Form 111 item 3 makes you check which. Section 7-1.2-1302(a) allows written consent of all shareholders entitled to vote on it, with no board step. Section 7-1.2-1303 is the board route: a board resolution recommending dissolution, written notice to each shareholder entitled to vote stating that dissolution is a purpose of the meeting, then adoption on the affirmative vote of the holders of a majority of the shares entitled to vote on the resolution, plus a majority of each class that votes as a class.

6. 6

   The fee is $50 under Section 7-1.2-1602(a)(13), matched on the Form 111 face and in the Department of State fee table on the Close Your Rhode Island Business page. Reading the whole fee statute turns up no surcharge subsection and no expedited-service line. The Document Library table prints a separate $2.50 enhanced fee next to Form 111, and no Rhode Island .gov page retrieved defines what that covers. Business corporations may file online or on paper, and most filings are processed within three business days of receipt.

7. 7

   The filing date is not the end of exposure. An action on any pre-dissolution right, claim or liability survives if it is commenced within two years after the date of dissolution (Section 7-1.2-1324), and the corporation itself continues for five years to settle its affairs, convey property, discharge liabilities and distribute assets, but not to carry on business (Section 7-1.2-1325). A corporation that simply stops operating without filing keeps accruing the $400 minimum corporate tax under Section 44-11-2(e) plus a $50 annual report, and risks revocation.

Rhode Island Requirements for Articles of Dissolution

• No Division of Taxation Certificate Gets Attached

  Public Law 2017, chapter 371, Section 1 deleted the clause requiring the articles to be evidenced by an appropriate certificate of good standing issued by the Rhode Island division of taxation, from Section 7-1.2-1309(a) and from the incorporators route at Section 7-1.2-1301(a)(2). Section 5 of the act set the deletion to take effect July 1, 2020. Nothing is attached and no second agency signs off first.

• Sworn Tax Certification on Form 111 Item 7

  Item 7 of Form 111 reads that the corporation certifies it has no outstanding tax obligations and, as required by Section 7-1.2-1309, has paid all fees and taxes. The whole form is executed under penalty of perjury. Section 7-1.2-1309(a) still conditions the filing on all fees and taxes having been paid, so the payment condition is enforced by the filing office rather than by a third agency document.

• Form LOGS Section V on the Division of Taxation Side

  Form LOGS, Request for a Letter of Good Standing, revision 05/2025, carries Section V, Dissolution/Cancellation of Domestic Entities, whose first checkbox is filing for articles of dissolution with the Rhode Island Secretary of State. It asks for past due returns, all tax, interest and penalty balances paid, a final Rhode Island return through the date of the request, the final federal return, federal Form 966 for corporations, and the minutes of the meeting to dissolve. The fee is $50, processing is generally about two weeks, and a request is generally good for 60 days.

• Form 111, or Form 106 If Officers Were Never Appointed

  The filing is Form 111, Articles of Dissolution, DOMESTIC Business Corporation, revised 03/2026, under Sections 7-1.2-1308 and 7-1.2-1309. Form 106, Articles of Dissolution by Incorporators, revised 03/2026, is the Section 7-1.2-1301 route and can be used only where the corporation held no organizational meeting to appoint officers, adopt bylaws or transact other business. Form 404 is the LLC document and Form 203 is the domestic non-profit one.

• Fifty Dollars to the Division of Business Services

  Section 7-1.2-1602(a)(13) prices articles of dissolution at fifty dollars ($50.00), and the Form 111 face, the Department of State fee table and the Document Library all print $50. The fee statute carries no surcharge subsection and no expedited line. Payment is by check to the RI Department of State by mail, or cash, credit card or check in person at 148 W. River Street, Suite 1, Providence. A separate $2.50 enhanced fee appears in the Document Library table and is not defined on any Rhode Island government page retrieved.

• Unanimous Written Consent or a Majority of the Shares

  Section 7-1.2-1302(a) permits voluntary dissolution by the written consent of all shareholders entitled to vote on it, with no board action. Section 7-1.2-1303 is the alternative: a board resolution recommending dissolution, written notice to each shareholder entitled to vote stating that dissolution is a purpose of the meeting, and adoption on the affirmative vote of the holders of a majority of the shares entitled to vote, plus a majority of any class voting as a class. Form 111 item 3 records which route was used.

• Immediate Notice to Each Known Creditor, Before Filing

  Both approval routes impose the same duty in identical words: the corporation shall immediately deliver notice of the adoption of such resolution to each known creditor of the corporation (Sections 7-1.2-1302(b)(1) and 7-1.2-1303(4)). Delivery to known creditors, not publication, and the dissolution part of the statute contains no publication requirement. Section 7-1.2-1302(c) permits the articles to be executed and filed only after collection of assets, discharge of liabilities and distribution are complete.

• Two Year Claim Tail and Five Year Wind Up Period

  Section 7-1.2-1324 preserves remedies for pre-dissolution rights, claims and liabilities where the action is commenced within two years after the date of dissolution. Section 7-1.2-1325 continues the corporation for five years to settle its affairs, convey property, discharge liabilities and distribute assets, but not to carry on business. Section 7-1.2-1309(b) ends existence on issuance of the certificate except for suits, other proceedings and appropriate corporate action.