Voluntary LLC Dissolution and Cancellation Requirements in Rhode Island
At a glance
| Governing law and scope | Current Rhode Island LLC Act, R.I. Gen. Laws ch. 7-16, ordinary domestic LLC dissolution, winding up, and Articles of Dissolution; replacement ch. 7-16.1 effective Jan. 1, 2028 (§§ 7-16-39, -45 to -47; 2026 ch. 247) |
|---|---|
| Dissolution event and approval | Articles date/event, written-agreement event, or member action. Default approval is a majority of all unassigned capital value; dissolution without a meeting requires all voting members' written consent (§§ 7-16-21, -39) |
| Pre-filing status and tax clearance | Secretary may accept dissolution only after all fees/taxes are paid. Current Form 404 requires a final RI return, Division of Taxation good standing/status check, and perjury certification of no outstanding tax; it lists verification, not a tax-letter attachment (§ 7-16-8(c); Form 404) |
| Winding-up authority and powers | Unless articles/agreement provide otherwise, members who did not wrongfully dissolve wind up; court winding up is separately available. Current § 7-16-45 states no detailed power list; SOS guidance says resolve creditors and disburse/transfer/sell assets before formal dissolution |
| Creditor notice and claims | Current ch. 7-16 has no dissolution-specific direct-notice, publication, claim-submission, or claim-bar procedure. SOS guidance says notify lenders/creditors and settle remaining debts; creditors have first priority under § 7-16-46 |
| Debts, reserves, and distributions | Creditors including member-creditors first; then distribution liabilities; then return capital values and distribute by ordinary shares unless written terms provide otherwise. Distributions cannot leave debts unpaid or assets below liabilities/preferences; wrongful-distribution action is generally 2 years (§§ 7-16-31 to -32, -46) |
| Termination filing and signer | For an ordinary member-approved closure, file Form 404 Articles of Dissolution within 30 days after dissolution and winding up, stating formation/amendment dates, reason, and date certain. Authorized person signs under perjury; § 7-16-39(1) date-specified dissolution is excluded from § 7-16-47's filing command (§§ 7-16-7, -47; Form 404) |
| Fee, method, and effective date | $50 paper or online filing; online adds $2.50 enhanced fee. Paper may be mailed or delivered. Effectiveness is on SOS certificate/evidence issuance or a stated date ≤90 days after filing; accepted dissolution means the entity ceases to exist (§§ 7-16-8, -65; Form 404/SOS pages) |
| Survival, revocation, and post-closure | Current §§ 7-16-39 and -45 to -47 state no voluntary revocation, revival, fixed claim-survival, or omitted-asset route; SOS says acceptance ends existence. Technical correction may fix execution/text errors but cannot change effective date or harm accrued reliance rights (§ 7-16-13). Recheck under the Jan. 1, 2028 replacement act |
Requirements one by one
Current law uses capital value, not a headcount vote
R.I. Gen. Laws § 7-16-21 ordinarily requires approval from members holding a majority of all unassigned capital value. The articles or operating agreement may set another rule.
The written-consent route is different. Dissolution is excluded from the rule that permits less-than-all written consent, so acting without a meeting requires every member entitled to vote to consent in writing.
Section 7-16-39 also recognizes a date or event in the articles, an event in a written operating agreement, and special member-loss events. This page focuses on an ordinary voluntary member-approved closure.
Nonwrongful members conduct the wind-up
Unless the articles or agreement provide otherwise, § 7-16-45 assigns winding up to members who did not wrongfully dissolve the company. The section also permits Superior Court winding up on a member-side application, a separate disputed-closure route outside this survey.
The Department of State's closure guide tells the company to resolve lenders and creditors and disburse, transfer, or sell its assets before formal dissolution. Once the filing is accepted, the guide says the entity legally ceases to exist.
Current law has no dissolution claim-notice safe harbor
Current Chapter 7-16 contains no direct-notice, publication, claim-submission, or claim-bar procedure comparable to the optional statutes used in many states. The Act instead states the distribution priority in § 7-16-46, and the Department of State tells businesses to notify lenders and creditors and settle remaining debts.
That practical guidance is not a statutory deadline or a publication-based bar. Do not invent a response period or assume newspaper notice ends unknown claims under the current Act.
Creditors come before member distributions
Section 7-16-46 pays creditors first, including members who are creditors. The next tier covers member distribution liabilities. Subject to written terms, the last tier returns capital values and divides the remainder in the members' ordinary distribution proportions.
R.I. Gen. Laws § 7-16-31 and § 7-16-32 reinforce the reserve point. A distribution cannot leave the LLC unable to pay ordinary-course debts or with assets below total liabilities plus superior dissolution preferences. A member or manager who votes for an excessive distribution is liable to the LLC for the excess, and a knowing recipient may owe contribution. The statutory action period is two years.
Final state tax work precedes acceptance
Section 7-16-8(c) bars the Secretary of State from accepting Articles of Dissolution until required fees and taxes are paid. Current Form 404 instructs the LLC to file its final Rhode Island return, confirm good standing with the Division of Taxation, and certify under penalty of perjury that it has no outstanding tax obligations.
The current form does not list a Division of Taxation letter as an attachment. It directs the filer to verify status with the Division and make the certification on Form 404.
Form 404 follows completed winding up
For an ordinary voluntary member-approved closure, § 7-16-47 requires Articles of Dissolution no later than 30 days after dissolution and winding up. The form states the entity ID and name, original organization date, amendment or restatement dates, reason, optional provisions, tax certification, and effective date.
The section expressly excludes a dissolution caused by the date written in the articles under § 7-16-39(1) from its filing command. That narrow exception should not be applied to a member-vote dissolution.
Section 7-16-7 and Form 404 require an authorized person to sign. An attorney- in-fact may sign, and executing the articles affirms the stated facts.
The filing is $50 and may be delayed up to 90 days
R.I. Gen. Laws § 7-16-65(4) and Form 404 set the base fee at $50. The current fee schedule lists online filing with a $2.50 enhanced fee; Form 404 also permits paper filing by mail or in person.
Under § 7-16-8, the filing becomes effective when the Secretary issues the certificate or other acceptance evidence, or on a stated later date no more than 90 days after filing. The Department's closure page describes acceptance as the point when the entity legally ceases to exist.
A replacement act begins January 1, 2028
2026 Public Laws Chapters 247 and 246 repeal current Chapter 7-16 and replace it effective January 1, 2028. The present vote, wind-up, Form 404, tax-certification, and effectiveness rules remain the current answer through December 31, 2027. A closure planned for 2028 must be checked against the new Chapter 7-16.1 and then-current agency forms and fees.
Current Chapter 7-16 states no dedicated voluntary-revocation, revival, fixed claim-survival, or omitted-asset procedure in its closure provisions. Section R.I. Gen. Laws § 7-16-13 permits only technical correction; it cannot change the effective date or upset accrued rights when someone detrimentally relied on the filed record.
What trips people up
A majority vote does not mean majority written consent. A meeting vote can use the majority-capital-value threshold, but dissolution without a meeting is excluded from Rhode Island's less-than-all written-consent route.
The filing clock follows both dissolution and winding up. Section 7-16-47 says Form 404 is due within 30 days after “dissolution and winding up,” while the Department warns that accepted dissolution ends the entity's ability to take financial action. Finish the wind-up before filing.
The law is already scheduled to change. The 2028 replacement is enacted, not merely proposed. Do not use this current Chapter 7-16 checklist for a filing effective in 2028 without rechecking the new act and forms.
Common questions
Does Rhode Island require every member to approve dissolution? Not at a meeting unless the articles or agreement say so. The default is a majority of all unassigned capital value. Every voting member must consent if the action is taken without a meeting.
Must the LLC publish a creditor notice? Current Chapter 7-16 states no dissolution publication procedure. Creditors still have first priority, and the Department tells the company to notify creditors and settle remaining debts.
Must a tax-good-standing letter accompany Form 404? The current form directs the LLC to file its final return, verify status with the Division of Taxation, and certify no outstanding taxes. It does not list the letter as an attachment.
Statutes and sources
- R.I. Gen. Laws §§ 7-16-21 and 7-16-39 — approval threshold, written- consent rule, and dissolution events. https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-21.htm and https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-39.htm (accessed 2026-07-28)
- R.I. Gen. Laws §§ 7-16-45 to -47 — winding up, distribution priority, filing deadline, and Articles of Dissolution fields. https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-45.htm, https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-46.htm, and https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-47.htm (accessed 2026-07-28)
- R.I. Gen. Laws §§ 7-16-7, 7-16-8, 7-16-13, 7-16-31, 7-16-32, and 7-16-65 — signer, tax/payment gate, effectiveness, correction, distribution restrictions, liability, and fee. https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-7.htm, https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-8.htm, https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-13.htm, https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-31.htm, https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-32.htm, and https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-65.htm (accessed 2026-07-28)
- Department of State Form 404, fee schedule, and closure guide — current form instructions, fields, tax certification, filing methods, online fee, and acceptance consequence. https://docs.sos.ri.gov/documents/BusinessServices/404-articles-of-dissolution.pdf, https://docs.sos.ri.gov/documents/BusinessServices/business-forms-fee-schedule.pdf, and https://www.sos.ri.gov/divisions/business-services/ri-business/close-your-rhode-island-business (accessed 2026-07-28)
- 2026 R.I. Pub. Laws ch. 247 — repeal and January 1, 2028 replacement-act effective date. https://webserver.rilegislature.gov/PublicLaws/law26/law26247.htm (accessed 2026-08-20)
Source links
Every statute quoted above, linked, with the date we checked it.
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