Withdraw A Foreign Rhode Island Business

In this guide to withdrawing a foreign LLC or corporation in Rhode Island, we’ll go over what it means to be a foreign business, the forms you’ll need to file to withdraw or cancel your business, and anything else you need to know.

Rhode Island Foreign LLC and Corporation Withdraw Guide

If your out-of-state business has stopped operating in Rhode Island (also known as Little Rhody), you should:

File an application with the Rhode Island Secretary of State (SOS) to withdraw your foreign LLC or corporation, and pay all associated fees.
Ensure all tax obligations are satisfied (check with the Rhode Island’s Division of Taxation).
Notify your registered agent in Rhode Island (if you have one) that you’re withdrawing.

Let’s get you started!

What is a foreign business in Rhode Island?

Being a foreign Rhode Island business means that a business is not originally formed (or incorporated) in Rhode Island, but wants to conduct business within the state. In this context, “foreign” doesn’t mean another country—it just means another state or jurisdiction.

To operate legally, the business will need to register with Rhode Island by completing a process called foreign qualification. If the business stops doing business in Rhode Island, they can withdraw their business and cancel their foreign registration.

How do I withdraw my foreign LLC in Rhode Island?

If a foreign LLC wants to withdraw/cancel its registration in Rhode Island, it has to submit a Certificate of Cancellation of Registration of Foreign Limited Liability Company to the Rhode Island Secretary of State (SOS).

How do I withdraw my foreign corporation in Rhode Island?

To withdraw your foreign Rhode Island corporation, file an Application for Certificate of Withdrawal for a Foreign Business Corporation with Rhode Island’s SOS.

How do I file a withdrawal application for a foreign RI LLC or corporation?

Rhode Island accepts withdrawal filings by mail and in-person.

Mail and in-person:
Division of Business Services
148 W. River Street
Providence, Rhode Island 02904-2615

How much does it cost to cancel your out of state registration with Rhode Island?

There is a $75 filing fee to cancel your foreign LLC.

There is a $50 filing fee to withdraw your foreign Rhode Island corporation.

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

Documents filed by mail are processed in 7 to 10 business days.
Documents submitted in person before 4 PM are processed the same day.

Foreign Rhode Island LLC or Corporation Withdrawal FAQs

Do you need a Rhode Island Division of Taxation Letter of Good Standing first?

Yes, you will need a letter of good standing from the Rhode Island Division of Taxation (RIDT). The letter must be dated within 30 days of the date you file the cancellation/withdrawal. There is a $50 fee to get a letter of good standing. Submit a check payable to “RI Division of Taxation” with your request for letter of good standing.

How do I get a Letter of Good Standing from the Rhode Island Division of Taxation?

Contact RIDT to get a Request for Letter of Good Standing form.

Download an application at the RIDT website: (see link below)
To have an application mailed to you: (401) 574-8970

What Rhode Island Agency do I send my Request for Letter of Good Standing to?

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

Can I withdraw my business by not filing the Rhode Island Annual Report?

If a Rhode Island corporation or LLC does not file its annual report within 30 days of the due date, there is a $25 penalty.

Can a foreign business lose its ability to operate for not filing an annual report?

If the corporation or LLC does not file the annual report, they will receive a 60 day revocation notice at the registered office explaining the grounds for the pending revocation. If the corporation or LLC does not remedy the cause of the revocation, the SOS issues the business a certificate of revocation.

What are the late fees and penalties to re-register a foreign business in Rhode Island?

A foreign corporation or LLC that has been revoked may reinstate in Rhode Island within 10 years of the revocation.

A revoked foreign entity has to:
File all the reports it failed to file with the fees ($50 each)
Pay the penalty fees since revocation ($50 per year)
Get a letter of good standing from Division of taxation ($50)

How long must a registered agent accept service of process after a withdrawal?

The foreign corporation or LLC revokes the authority of the registered agent when it files the application for withdrawal. This means the registered agent does not have to accept service once it is filed. After the business entity withdraws, service is made on the SOS and then forwarded to the corporation or LLC.

Learn more about the STATE registered agent resignation process.