What is Rhode Island Corporation Dissolution? |
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A Rhode Island Corporation is created when the RI Secretary of State approves the Articles of Incorporation.
A record of the Rhode Island Corporation is added to the list of Corporations which have officially registered with
the Rhode Island Secretary of State.
Once a Corporation is registered with the Rhode Island Secretary of State, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
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A Rhode Island Corporation is created when the RI Secretary of State approves the Articles of Incorporation.
A record of the Rhode Island Corporation is added to the list of Corporations which have officially registered with
the Rhode Island Secretary of State.
Once a Corporation is registered with the Rhode Island Secretary of State, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
If you've registered a Rhode Island Corporation with the Rhode Island Secretary of State and want to cease business activities
you have to let the RI Secretary of State know that you intend to close your company.
Only after the RI Secretary of State has made sure that all of the obligations of the Rhode Island Corporation have been fulfilled will
the Secretary of State approve of the closure of the company.
When the Rhode Island Secretary of State approves the closing of a RI Corporation, that Rhode Island Corporation is said to be
Dissolved.
The process of Dissolving a Rhode Island Corporation is called Rhode Island Corporation Dissolution.
A Rhode Island Corporation must be in good standing and have filed all its required reports with the RI Secretary of State before the Rhode Island Secretary of State will approve Dissolution of the RI Corporation.
A letter of good standing from the Rhode Island Department of Taxation must be attached to the Articles of Dissolution of a RI Corporation.
All debts, obligations and liabilities of the Rhode Island Corporation must have been paid and discharged before the Rhode Island Secretary of State will legally dissolve the Rhode Island Corporation.
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Why do I need to Dissolve a Rhode Island Corporation? |
As soon as a Rhode Island Corporation is registered with the RI Secretary of State, that Corporation is responsible for
recurring obligations of the Rhode Island Secretary of State and the Rhode Island Department of Revenue.
If the Rhode Island Corporation does not file reports or pay taxes then that RI Corporation could be responsible for
penalties which go up as time goes by.
Unless you Dissolve your Rhode Island Corporation with the Rhode Island Secretary of State that RI Corporation will be responsible for
all recurring fees and penalties.
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What do I have to do to Dissolve a Rhode Island Corporation? |
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Rhode Island Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
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Rhode Island Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
There are things you need to do before you can request approval of Corporation Dissolution from the Rhode Island Secretary of State;
and things that you have to do after the RI Secretary of State has approved Dissolution of the Rhode Island Corporation.
What you have to do both before and after the Rhode Island Corporation is Dissolved largely depends on how much stock, if any, has been
issued and how much and what kind of debts and liabilities that the Rhode Island Corporation has.
If the Rhode Island Corporation has not commenced business then the RI Corporation Dissolution process is easier.
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What do I have to do before I Dissolve a Rhode Island Corporation? |
Things you need to do before you Dissolve a Rhode Island Corporation.
1. Hold a Directors meeting and record a resolution to Dissolve the Rhode Island Corporation
2. Hold a Shareholder meeting to approve Dissolution of the Rhode Island Corporation
3. File all required Annual Reports with the Rhode Island Secretary of State
4. Clear up any business debt
5. Pay all taxes and administrative fees owed by the Rhode Island Corporation
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1. Hold a Board of Directors meeting and record a resolution to Dissolve the Rhode Island Corporation
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If a Board of Directors has been appointed for the Rhode Island Corporation then the Board is required to adopt a
resolution to Dissolve the RI Corporation.
Minutes of the meeting must be recorded and retained in the business records.
If the Board of Direcrtors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Rhode Island Corporation.
- We can transcribe and compile minutes or approvals into a form that is legally recognized by the Rhode Island Secretary of State.
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2. Hold a Shareholder meeting to approve Dissolution of the Rhode Island Corporation
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If a Rhode Island Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan.
The approval actions should be documented and kept in the business records.
If no shares have been issued then the Rhode Island Corporation Dissolution process is easier.
- If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Rhode Island Secretary of State.
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3. File all required Annual Reports with the Rhode Island Secretary of State
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The Rhode Island Secretary of State will not approve the Dissolution of a RI Corporation until all required
reports have been filed.
- We can file any required Annual Report with the RI Secretary of State.
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4. Clear up any business debts
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All creditors of a Rhode Island Corporation should be given notice of the pending Corporation Dissolution.
Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may
be submitted.
While the Rhode Island Secretary of State does not legally require the publication of a Notice of Dissolution of a Rhode Island Corporation, publication is
a good way to notify anyone who might have a claim against the Rhode Island Corporation.
Evidence of publication might prove useful down the line if someone makes a claim against the RI Corporation after
the Rhode Island Corporation has been dissolved.
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5. Pay all taxes and administrative fees owed by the Rhode Island Corporation
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The Rhode Island Secretary of State will definitely not approve the Dissolution of a Rhode Island Corporation until all
outstanding taxes and applicable registration and administrative fees have been paid.
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What do I have to do after I Dissolve a Rhode Island Corporation? |
Things you have to do after you Incorporate in Rhode Island.
1. Distribute all remaining assets of the Rhode Island Corporation
2. Close all business bank accounts of the Rhode Island Corporation
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the RI Corporation's Federal Tax ID (EIN)
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1. Distribute all remaining assets of the Rhode Island Corporation
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If the Rhode Island Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests
in the RI Corporation.
All distributions to Corporate Shareholders must be reported to the IRS.
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2. Close all business bank accounts of the Rhode Island Corporation
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If there are any business accounts that have been opened for the Rhode Island Corporation then those accounts must be closed.
If Corporate business accounts are left open there may be liability and obligations of the Dissolved Rhode Island Corporation which could
lead to legal problems.
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3. Cancel all local business licenses and permits of the RI Corporation
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If the Rhode Island Corporation has obtained any state, regional, county or city business licenses or permits, each
of those must be cancelled to avoid any reporting or fiscal obligations of the Rhode Island Corporation.
This includes business registration licenses as well as reseller permits.
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4. File IRS Form 966
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All Dissolved Rhode Island Corporations must file IRS Form 966 with the US Internal Revenue Service.
This filing is required within 30 days after the final Dissolution plan is approved.
Filing IRS Form 966 lets the Federal Government know that the Rhode Island Corporation has been legally Dissolved
so that it may take the appropriate actions.
- We can prepare IRS Form 966 for you to file.
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5. Cancel the IRS account associated with the RI Corporation's Federal Tax ID (EIN)
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A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Rhode Island Corporation.
Once the IRS links an EIN to a Rhode Island Corporation, that EIN stays with the Rhode Island Corporation even after the Company has been Dissolved by the
Rhode Island Secretary of State.
When the IRS processes the final tax return for the Rhode Island Corporation, they automatically make the EIN inactive.
However, the account associated with the EIN is not automatically closed.
Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
If you should decide to revivie the Rhode Island Corporation down the line the IRS will reactivate the old EIN for your new Business.
Before a Rhode Island Corporation can close an EIN account, it must be in Good Standing with the IRS.
The Rhode Island Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.
The Rhode Island Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
- We can prepare the formal documents which you can sign and submit to the IRS in order to close the account
associated with your EIN.
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How long does it take to Dissolve a Rhode Island Corporation? |
The time it takes to Dissolve a Rhode Island Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Rhode Island Secretary of State usually takes around 5-7 business days to process the Articles of Dissolution.
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The time it takes to Dissolve a Rhode Island Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Rhode Island Secretary of State usually takes around 5-7 business days to process the Articles of Dissolution.
Processing times for Rhode Island Corporation Dissolution filings vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of Rhode Island Dissolution filings takes the state around 5-7 business days.
PLEASE NOTE: WE CANNOT GUARANTEE RHODE ISLAND SECRETARY OF STATE PROCESSING TIMES.
We are dependent on, and have no control over, the staff and systems of the Rhode Island Secretary of State .
In our experience 5-7 business days is the time it usually takes the Rhode Island
Secretary of State to process a Rhode Island Dissolution filing.
We get your Rhode Island Corporation Dissolution filing to the RI Secretary of State ASAP.
Once it is at the state we have no control over the Rhode Island Dissolution approval process.
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How much does it cost to Dissolve a Corporation in Rhode Island? |
The total cost to Dissolve a Rhode Island Corporation varies depending on exactly what is required for each specific
RI Dissolution.
We charge $249.00 plus any state fees for our Rhode Island Corporation Dissolution services. This includes:
- Same day processing
- Transcribe minutes of Board of Directors meeting which proposes Dissolution
- Transcribe minutes of Shareholders meeting at which Dissolution was approved
- Prepare and file Articles of Dissolution with the Rhode Island Secretary of State
- Prepare US IRS Form 966 for you to sign and file
- Prepare documents to cancel Federal EIN account
- Certified copy of Dissolution filing from RI Secretary of State
- Priority Mail Delivery of all documents
- Unlimited Customer Support
We also offer these Rhode Island Corporation Dissolution services separately as explained on the right side of this web page.
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What do I have to do if I want to Dissolve a Foreign Corporation that is tied to a RI Domestic Corporation? |
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If there are Foreign Corporations in states other than Rhode Island that are tied to the Domestic Rhode Island Corporation then
each of those Foreign Corporations must be Dissolved before the Rhode Island Corporation is legally Dissolved.
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How long before someone can use my Corporation name in Rhode Island after I Dissolve? |
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A Rhode Island Corporation company name becomes available for anyone to use when the Rhode Island Corporation is Dissolved by the Rhode Island Secretary of State.
There are no Corporation company name protections in Rhode Island once a Rhode Island Corporation has been Dissolved by the RI Secretary of State.
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Do I have to publish a Notice of Dissolution of the Rhode Island Corporation? |
There are no state of Rhode Island requirements for the publication of a Notice of Dissolution of a Rhode Island Corporation.
While the Rhode Island Secretary of State does not legally require the publication of a Notice of Dissolution of a Rhode Island Corporation,
publication is a good way to notify anyone who might have a claim against the Rhode Island Corporation.
Evidence of publication might prove useful down the line if someone makes a claim against the RI Corporation after
the Rhode Island Corporation has been dissolved.
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