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How To Reinstate A Rhode Island LLC

 

Revive Or Reinstate A Rhode Island Limited Liability Company

If your Rhode Island LLC was revoked by the Secretary of State (SOS), you can reinstate for up to 10 years after the revocation. There is no SOS form required to reinstate your LLC, but there are several other requirements for reinstatement. All the documents and instructions you need are in your online account when you sign up for registered agent service with Northwest.

  1. Submit all documents and fees that you missed.
  2. Pay a penalty of $50 for each year since you were revoked.
  3. Request a letter of good standing from the Division of Taxation.
  4. Check to see if your name is available because if it is not, you’ll need to file a name change amendment.

Submit all the required documents and fees by mail or in person.

Corporations Division
Office of the Secretary of State
148 W. River Street
Providence, Rhode Island 02904-2615
Monday-Friday, 8:30 AM – 4:30 PM
Phone: (401) 222-3040

Checks for fees should be payable to Rhode Island Secretary of State.

How do you get a letter of good standing from the Rhode Island Division of Taxation?

The Request for Letter of Good Standing form is in your online account when you sign up for registered agent service with Northwest. You can also contact RIDT to get a request form.

Download an application at the RIDT website (see link below)

To have an application mailed to you: (401) 574-8970

Questions about good standing: (401) 574-8756

Fill out the application and submit it to RIDT. Include a check payable to the RI Division of Taxation.

Letter of Good Standing
Office Audit and Discovery
Rhode Island Division of Taxation
One Capitol Hill
Providence, RI 02908

How much will it cost to revive a Rhode Island LLC?

Fees for any annual report you failed to file ($50 each)
Penalties since the revocation ($50 per year)
Letter of good standing from RIDT ($50)

How long does it take the state to process the filing?

Documents filed by mail are processed in 7-10 business days.

Documents submitted in person before 4 pm are processed the same day.
You can view or print filed documents online (see link below).

It usually takes 4 weeks to get a letter of good standing from RIDT. It really depends on the taxpayer, but if you have failed to provide any information, it will delay processing.

How long does your Rhode Island LLC have to be inactive with the state before you wouldn’t have any fees, and would just have to start over with a new Rhode Island LLC?

Rhode Island has a really long reinstatement period. You can reinstate your Rhode Island LLC for 10 years after the administrative dissolution.

Your name is available for use after one year, so you could start a new Rhode Island business with the same name after that. Rhode Island Secretary of State will allow you to form a new business entity, but there may be tax issues you need to work out.

Can you change your Rhode Island LLC’s resident agent at the same time on the Rhode Island reinstatement?

There is no form to reinstate your Rhode Island LLC. You just have to file all delinquent forms, fees, and penalties. You can’t change your Rhode Island resident agent on the annual report either, so you would have to file a change of agent form when you reinstate.

Can you change your principal address at the same time on the Rhode Island reinstatement form?

There is no reinstatement form but you can change your LLCs principal address on the most recent annual report form you file when you reinstate.

Can you change your members and/or managers at the same time on the Rhode Island reinstatement form?

There is no reinstatement form. You can change manager information on the LLC annual report but you do not list LLC members on the report.

What if my Rhode Island LLC’s name is not available when I reinstate?

Your name is protected for one year. If it has been longer than that since your LLC was administratively dissolved, you need to check to make sure the name is available. If it is not available, you will need to file an amendment to your Rhode Island LLC’s Articles of Organization to change your name.

How many annual reports can you miss before you can’t revive your Rhode Island LLC?

You can reinstate a business up to ten years after the date of administrative dissolution. But remember, your LLCs name is only protected for one year after you forfeit and penalties accrue until you reinstate.

Rhode Island Secretary of State – Forms:

http://sos.ri.gov/business/filings/corporateforms/

Rhode Island Secretary of State Filed Documents:

http://ucc.state.ri.us/CorpSearch/CorpSearchInput.asp

Rhode Island Division of Taxation – Forms:

http://www.tax.ri.gov/taxforms/corporate.php

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