What is Rhode Island LLC Dissolution? |
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A Rhode Island LLC is created when the RI Secretary of State approves the Articles of Organization.
A record of the Rhode Island LLC is added to the list of LLCs which have officially registered with
the Rhode Island Secretary of State.
Once a LLC is registered with the Rhode Island Secretary of State, that LLC 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 LLC is created when the RI Secretary of State approves the Articles of Organization.
A record of the Rhode Island LLC is added to the list of LLCs which have officially registered with
the Rhode Island Secretary of State.
Once a LLC is registered with the Rhode Island Secretary of State, that LLC 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 LLC 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 LLC 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 LLC, that Rhode Island LLC is said to be
Dissolved.
The process of Dissolving a Rhode Island LLC is called Rhode Island LLC Dissolution.
A Rhode Island Limited Liability Company 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 Limited Liability Company.
A letter of good standing from the Rhode Island Department of Taxation must be attached to the Articles of Dissolution of a Rhode Island LLC.
All debts, obligations and liabilities of the Rhode Island LLC must have been paid and discharged before the Rhode Island Secretary of State will legally dissolve the RI Limited Liability Company.
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Why do I need to Dissolve a Rhode Island LLC? |
As soon as a Rhode Island LLC is registered with the RI Secretary of State, that LLC is responsible for
recurring obligations of the Rhode Island Secretary of State and the Rhode Island Department of Revenue.
If the Rhode Island LLC does not file reports or pay taxes then that RI Limited Liability Company could be responsible for
penalties which go up as time goes by.
Unless you Dissolve your Rhode Island LLC with the Rhode Island Secretary of State that RI Limited Liability Company will be responsible for
all recurring fees and penalties.
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What do I have to do to Dissolve a Rhode Island LLC? |
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Rhode Island LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
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Rhode Island LLC 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 LLC 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 LLC.
What you have to do both before and after the Rhode Island LLC is Dissolved largely depends on if the Rhode Island LLC has commenced business
and how many assets, debts and liabilities, if any, that the RI Limited Liabilty Company has.
If the Rhode Island LLC has not commenced business then the RI Limited Liability Company Dissolution process is easier.
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What do I have to do before I Dissolve a Rhode Island LLC? |
Things you need to do before you Dissolve a Rhode Island LLC.
1. Hold a Members meeting and record a resolution to Dissolve the Rhode Island LLC
2. File all required Annual Reports with the Rhode Island Secretary of State
3. Clear up any business debt
4. Pay all taxes and administrative fees owed by the Rhode Island LLC
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1. Hold a Members meeting and record a resolution to Dissolve the Rhode Island LLC
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If the Rhode Island LLC has any Members then a meeting should be held and a vote to Dissolve the Rhode Island Limited Liability Company taken.
Minutes of the meeting should be recorded and retained in the business records.
If the Rhode Island LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the Rhode Island LLC.
- 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. 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 LLC until all required
reports have been filed.
- We can file any required Annual Report with the RI Secretary of State.
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3. Clear up any business debts
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All creditors of a Rhode Island LLC should be given notice of the pending LLC 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.
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4. Pay all taxes and administrative fees owed by the Rhode Island LLC
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The Rhode Island Secretary of State will definitely not approve the Dissolution of a Rhode Island LLC 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 LLC? |
Things you have to do after you Incorporate in Rhode Island.
1. Distribute all remaining assets of the Rhode Island LLC
2. Close all business bank accounts of the Rhode Island LLC
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the RI LLC's Federal Tax ID (EIN)
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1. Distribute all remaining assets of the Rhode Island LLC
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If the Rhode Island LLC has any remaining assets, these may be divided according to the Members' ownership interests
in the RI Limited Liability Company.
All distributions to LLC Members must be reported to the IRS.
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2. Close all business bank accounts of the Rhode Island LLC
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If there are any business accounts that have been opened for the Rhode Island LLC then those accounts must be closed.
If Company Business accounts are left open there may be liability and obligations of the Dissolved Rhode Island LLC which could
lead to legal problems down the line.
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3. Cancel all local business licenses and permits of the RI LLC
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If the Rhode Island LLC 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 LLC.
This includes business registration licenses as well as reseller permits.
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4. File IRS Form 966
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Most Dissolved Rhode Island LLCs must file IRS Form 966 with the US Internal Revenue Service.
If a Rhode Island LLC is required to file IRS Form 966, the 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 LLC 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 LLC'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 LLC.
Once the IRS links an EIN to a Rhode Island LLC, that EIN stays with the Rhode Island LLC 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 LLC, 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 LLC down the line then the IRS will reactivate the old EIN for your new Business.
Before a Rhode Island LLC can close an EIN account, it must be in Good Standing with the IRS.
The Rhode Island LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.
The Rhode Island LLC 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 LLC? |
The time it takes to Dissolve a Rhode Island LLC 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 LLC 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 LLC 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 LLC 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 LLC in Rhode Island? |
The total cost to Dissolve a Rhode Island LLC varies depending on exactly what is required for each specific
RI Dissolution.
We charge $224.00 plus any state fees for our Rhode Island LLC Dissolution services. This includes:
- Same day processing
- Transcribe minutes of Members meeting which proposes Dissolution
- 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 LLC 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 LLC that is tied to a RI Domestic LLC? |
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If there are Foreign LLCs in states other than Rhode Island that are tied to the Domestic Rhode Island LLC then
each of those Foreign LLCs must be Dissolved before the Rhode Island LLC is legally Dissolved.
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How long before someone can use my LLC name in Rhode Island after I Dissolve? |
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A Rhode Island LLC company name becomes available for anyone to use when the Rhode Island Limited Liability Company is Dissolved by the Rhode Island Secretary of State.
There are no LLC company name protections in Rhode Island once a Rhode Island LLC 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 LLC? |
There are no state of Rhode Island requirements for the publication of a Notice of Dissolution of a Rhode Island LLC.
While the Rhode Island Secretary of State does not legally require the publication of a Notice of Dissolution of a Rhode Island LLC, publication is
a good way to notify anyone who might have a claim against the Rhode Island LLC.
Evidence of publication might prove useful down the line if someone makes a claim against the RI Limited Liability Company after
the Rhode Island LLC has been dissolved.
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