LLC Administrative Dissolution and Involuntary Termination in Rhode Island
At a glance
| Law, agency and LLC scope | R.I. Gen. Laws §§ 7-16-41–44; Secretary of State may revoke an ordinary domestic LLC’s certificate of organization. |
|---|---|
| Grounds and trigger dates | Fraud, continued authority abuse, late annual report, unpaid fees/taxes, 30-day agent absence, unreported agent change, missing required filing, or material misrepresentation (§ 7-16-41(a)). |
| Agency notice | At least 60 days’ advance regular-mail notice stating basis to resident agent; returned-mail fallback to principal office or formation-record address/person (§ 7-16-41(b)(1)). |
| Cure or response window | Notice at least 60 days before revocation; before revocation file missing report/statement/articles, pay fees/taxes, or correct misrepresentation (§ 7-16-41(b)). |
| Action and effective date | Secretary issues duplicate revocation certificates, files one, mails one; LLC’s authority to transact ceases on issuance (§ 7-16-42). |
| Status, activity and service | Authority to transact ceases on certificate issuance (§ 7-16-42(b)); Secretary is process agent if no resident agent exists or agent cannot be served (§ 7-16-11(e)). |
| Special routes and effects | After July 15, Tax Administrator may certify one-year delinquent annual-fee list absent pending appeal; Secretary may then start revocation (§ 7-16-67.1(a)). |
| Route back and limits | Secretary may withdraw revocation within 20 years after missing filings, annual penalty, and tax good-standing certificate; retroactive effect; Superior Court appeal also available (§§ 7-16-43–44). |
Requirements one by one
Grounds and notice
Section 7-16-41(a) lets the Secretary revoke for fraud in organizing, continued abuse of authority, a missing annual report or required filing, unpaid filing fees or state fees and taxes, agent defaults, or material misrepresentation. An ordinary annual report is due between February 1 and May 1 (§ 7-16-66(a)); a missed report becomes a revocation ground under § 7-16-41(a)(3). An LLC without a resident agent must have failed to appoint and maintain one for 30 days before that specific ground applies (§ 7-16-41(a)(4)).
The Secretary must mail a basis-stating notice at least 60 days before revocation to the resident agent. If a prior agent-address mailing or the revocation notice is returned undeliverable, § 7-16-41(b)(1) directs notice to the latest annual report’s principal office, or, before any report, to the domestic LLC’s formation-record office or authorized person. Before revocation, the LLC can make the missing filing, pay fees or taxes, or correct a misrepresentation (§ 7-16-41(b)(2)).
Certificate and consequence
On revocation, the Secretary issues duplicate certificates, files one, and mails one with the statutory fallback address rule (§ 7-16-42(a)). The LLC’s authority to transact business in Rhode Island ceases upon issuance of the certificate (§ 7-16-42(b)). Section 7-16-11(e) appoints the Secretary as service agent if no resident agent is appointed, the agent’s authority has been revoked, or reasonable diligence cannot locate or serve the agent.
What trips people up
The Tax Administrator has a separate referral gate: after July 15, the administrator may certify LLCs with an annual fee unpaid for one year after it became due, provided no appeal is pending. The Secretary may then initiate the § 7-16-41 process (§ 7-16-67.1(a)). A tax referral and an effective certificate of revocation are separate events.
The enacted 2026 replacement act takes effect January 1, 2028 for its LLC provisions (2026 R.I. Pub. Laws ch. 247 § 4). Its new § 7-16.1-708(a)–(b) retains a 60-day mailed notice before revocation and § 7-16.1-709(b)–(c) expressly limits a revoked LLC to winding up or seeking reinstatement while preserving registered-agent authority. The current Chapter 7-16 rules above govern until that date.
Common questions
Can a revoked LLC regain good standing? Within 20 years after certificate issuance, the Secretary may withdraw the revocation after the required missing filings, annual $50 penalty, and Division of Taxation good-standing certificate; reinstatement is retroactive (§ 7-16-43(a)).
Can the LLC challenge the revocation? Yes. § 7-16-44 allows an appeal to Superior Court, which hears the matter anew.
Statutes and sources
- R.I. Gen. Laws §§ 7-16-41–42: Grounds, notice, cure, certificate, and cessation of authority. https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-41.htm and https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-42.htm (accessed 2026-09-26).
- R.I. Gen. Laws §§ 7-16-43–44: Withdrawal of revocation and appeal. https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-43.htm and https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-44.htm (accessed 2026-09-26).
- R.I. Gen. Laws §§ 7-16-11, -66, -67.1: Service agent, annual-report period, and tax referral. https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-11.htm, https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-66.htm, and https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-67.1.htm (accessed 2026-09-26).
- 2026 R.I. Pub. Laws ch. 247: Future Chapter 7-16.1 procedure and January 1, 2028 effective date. https://webserver.rilegislature.gov/PublicLaws/law26/law26247.htm (accessed 2026-09-26).
Source links
Every statute quoted above, linked, with the date we checked it.
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