Corporation Voluntary Dissolution and Closure Requirements in Rhode Island
At a glance
| Governing law, entity, and route scope | Rhode Island Business Corporation Act, R.I. Gen. Laws ch. 7-1.2; ordinary domestic for-profit corporation completes liquidation, then files Form 111 with the Department of State (§§ 7-1.2-1301 to -1309) |
|---|---|
| Pre-share or pre-business simplified route | Majority of incorporators may file verified articles only if BOTH no shares issued and no business commenced; return paid subscriptions less necessary expenses, leave no debt unpaid, and pay fees/taxes. $50 Form 106; existence ends on SOS certificate (§ 7-1.2-1301; fee schedule) |
| Board proposal, recommendation, and conditions | Meeting route requires board resolution recommending dissolution and directing a shareholder vote. Unanimous written consent of all voting shareholders is a separate route that does not state a board prerequisite (§§ 7-1.2-1302 to -1303) |
| Shareholder notice, vote, consent, and groups | Meeting notice goes to each voting shareholder 10-60 days before and identifies dissolution as a purpose. Approval requires majority of all shares entitled to vote plus majority of each separately voting class. Alternative is written consent of all shareholders entitled to vote (§§ 7-1.2-701, -1302, -1303) |
| Dissolution filing, signer, fee, and effect | After winding up, authorized officer files Form 111 stating route, paid/discharged debts, distributed assets, no pending suits or adequate provision, no tax debt, and effective date. $50 paper/online; online adds $2.50. Existence ends when SOS issues the certificate; form allows delayed date ≤90 days (§§ 7-1.2-1308 to -1309; Form 111/fee schedule) |
| Reports, tax clearance, and agency steps | SOS issues the certificate only after all fees/taxes are paid. Form 111 requires final RI return, Taxation good-standing/status confirmation, and perjury certification of no outstanding tax; close separate Taxation/DLT accounts and licenses as applicable (§§ 7-1.2-1301, -1306, -1309; Form 111/SOS guidance) |
| Winding up, liabilities, and distributions | Immediately notify every known creditor, collect/sell assets, pay/satisfy/discharge liabilities, then distribute the remainder before filing. Court-supervised liquidation is optional. After the certificate, five-year powers remain only to settle/close, convey property, discharge liabilities, and distribute assets (§§ 7-1.2-1302, -1303, -1308, -1325) |
| Known, unknown, and contingent claims | Direct notice to each known creditor is mandatory immediately after approval. Part 13 states no general publication or claim-submission safe harbor; Form 111 instead certifies debts paid/discharged and no pending suits or adequate judgment provision. Pre-dissolution remedies require suit within 2 years (§§ 7-1.2-1302, -1303, -1308, -1324) |
| Revocation, termination, and survival | Within 120 days after articles become effective, revoke by unanimous written consent or board recommendation plus majority shareholder vote. File $10 Form 109/110 after fees/franchise taxes; effect relates back, subject to an available-name condition. Certificate ends existence, while remedies survive 2 years and limited closing powers 5 years (§§ 7-1.2-1304 to -1307, -1309, -1324 to -1325) |
| Foreign, insolvency, and judicial boundaries | Form 111 is not foreign withdrawal, administrative reinstatement, receivership, or bankruptcy advice. Foreign corporations use separate $50 Form 154. Voluntary liquidators may seek court supervision; completed bankruptcy may satisfy the debt recital, but contested/insolvent cases require specialized procedure (§§ 7-1.2-1302 to -1303, -1308; fee schedule) |
Requirements one by one
Use the incorporator shortcut only if both inactivity facts are true
R.I. Gen. Laws § 7-1.2-1301 is narrower than the common either-or shortcut. A majority of incorporators may act only when the corporation has both issued no shares and commenced no business. Verified articles also state that paid subscriptions, less necessary expenses, were returned; no debts remain unpaid; and the incorporator majority elected dissolution.
The current fee schedule lists $50 Form 106 plus a $2.50 online enhanced fee. The Secretary issues the certificate only after fees and taxes are paid, and corporate existence then ceases.
Choose between unanimous consent and a board-led vote
R.I. Gen. Laws § 7-1.2-1302 permits written consent of all shareholders entitled to vote. Section 7-1.2-1303 supplies the meeting route: the board adopts a resolution recommending dissolution and directs a shareholder vote.
Under R.I. Gen. Laws § 7-1.2-701(c), meeting notice goes to each voting shareholder 10 to 60 days before the meeting. The notice identifies dissolution as a purpose. Approval requires a majority of all shares entitled to vote, plus a majority of each class entitled to vote separately.
Notify creditors and finish liquidation before filing
Both approval routes impose the same immediate next step. R.I. Gen. Laws §§ 7-1.2-1302 and 7-1.2-1303 require immediate delivery of notice to each known creditor. The corporation then collects assets, sells property not distributed in kind, pays or adequately provides for obligations, and distributes the remainder according to shareholder rights. It may ask a Rhode Island court to supervise the liquidation.
Only after that work is complete does § 7-1.2-1308 permit the terminal articles. They certify that debts and liabilities were paid or discharged, remaining assets were distributed, and no suits remain pending unless adequate provision exists for the possible judgment. This sequence is why Form 111 should not be filed as the first act of winding up.
File Form 111 and complete the tax certification
Current Form 111 identifies the entity and approval route and repeats the debt, asset-distribution, and lawsuit recitals. An authorized officer signs under penalty of perjury. The filing fee is $50, and online filing adds $2.50. The form allows filing-date effect or a later date no more than 90 days away.
R.I. Gen. Laws § 7-1.2-1309 makes payment of all fees and taxes a condition to the Secretary's certificate. Form 111 instructs the corporation to file its final Rhode Island return, confirm good standing/status with the Division of Taxation, and certify no outstanding tax obligations. Separate employer, permit, license, and tax-account closures remain distinct agency work.
Reconcile the two-year remedy rule with five-year closing powers
Upon the certificate, § 7-1.2-1309 says corporate existence ceases except for the suits, proceedings, and appropriate corporate action preserved elsewhere in the Act. R.I. Gen. Laws § 7-1.2-1324 preserves a remedy on a pre-dissolution right, claim, or liability only if the action or proceeding begins within two years after dissolution.
R.I. Gen. Laws § 7-1.2-1325 separately continues limited powers for five years to settle and close affairs, convey property, discharge liabilities, and distribute assets—but not to continue the old business. The five-year power period does not extend § 1324's two-year deadline for commencing the remedies it covers.
Use the correct 120-day revocation route
R.I. Gen. Laws § 7-1.2-1304 permits revocation by unanimous written consent of all voting shareholders within 120 days after the articles become effective. Form 109 attaches that consent and lists officers and directors.
R.I. Gen. Laws § 7-1.2-1305 instead permits a board recommendation followed by a majority vote at a noticed special meeting. Forms 109 and 110 each cost $10. R.I. Gen. Laws § 7-1.2-1306 requires paid fees and franchise taxes, and R.I. Gen. Laws § 7-1.2-1307 makes filing effective with relation back; an unavailable former name must be changed or otherwise cured.
What trips people up
Known-creditor notice is mandatory and immediate after approval; it is not an optional claim-bar device. Rhode Island Part 13 provides no general newspaper or publication safe harbor comparable to the Model Act. The protection comes from actually resolving obligations and making the specific debt and lawsuit recitals in the terminal articles.
The certificate is also genuinely terminal even though limited powers survive. The Department of State warns that after dissolution the entity cannot cash checks, sell property, or take other ordinary financial action, so current assets must be handled before filing except for the narrow statutory continuation.
Common questions
Can shareholders dissolve without a board resolution? Yes. Unanimous written consent of all shareholders entitled to vote uses § 7-1.2-1302. The meeting route uses the board recommendation and majority vote in § 7-1.2-1303.
Does Rhode Island require a tax letter to be attached to Form 111? The current form requires final-return and tax-status confirmation and a perjury certification of no outstanding tax; it does not list a separate good-standing letter as an attachment. Confirm the current status directly with Taxation before filing.
Does the five-year closing-power period allow a claim to be filed in year four? Not under § 7-1.2-1324's rule for pre-dissolution rights, claims, or liabilities; that section requires the action or proceeding to begin within two years.
Statutes and sources
- R.I. Gen. Laws § 7-1.2-701(c) — shareholder-meeting notice timing. Official current section (accessed August 22, 2026).
- R.I. Gen. Laws §§ 7-1.2-1301 through -1309 — approval routes, mandatory creditor notice, winding up, terminal articles, tax condition, and revocation. Official current Part 13 (accessed August 22, 2026).
- R.I. Gen. Laws §§ 7-1.2-1324 and -1325 — two-year remedy survival and five-year closing powers. Official current Part 13 (accessed August 22, 2026).
- Rhode Island Department of State Form 111 — current terminal articles, filing fee, tax certification, signer, and effective-date choices. Official form (accessed August 22, 2026).
- Rhode Island Department of State Form 109 — current unanimous-consent revocation filing. Official form (accessed August 22, 2026).
- Rhode Island Department of State business forms and fee schedule — Forms 106, 109, 110, 111, and 154 charges. Official schedule (accessed August 22, 2026).
- Rhode Island Department of State — current business-closing and tax-account sequence. Official guidance (accessed August 22, 2026).
Source links
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