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Withdraw a foreign business or non-profit

Withdrawing a foreign registration is a multistep process that will take you several weeks or months to complete. The following information is not intended as legal advice, these guidelines are provided to help you better navigate the filing process.

+ Step 1: Reasons for Withdrawal
A foreign business or non-profit should formally withdraw its registration if the entity is no longer conducting business in Rhode Island, was formally dissolved in its state of formation, or was the non-survivor of a merger.  Withdrawing a registration is a multi-step process. It is highly recommended that you seek professional help. Please seek the advice of an attorney and/or accountant.
+ Step 2: Comply with Employment and Labor Laws

If you have employees in the State of Rhode Island, state law requires that final paychecks are to be paid to employees within twenty-four (24) hours of their last day of work, (RIGL §28-14). If an employee has completed at least one year of service, then holiday pay, vacation pay, and insurance benefits are to be paid within twenty-four (24) hours of their last day of work. 

The Warn Act is a federal law requiring employers of 100 or more full-time workers to give 60-days advance notice of a plant closing or mass layoff. This federal law applies to employers in the State of Rhode Island. 

  • Employers with 100 or more full-time workers are affected if:
    • They close a facility or discontinue an operating unit with 50 or more workers; or
    • They lay off 50-499 workers and these workers comprise at least 33% of the total workforce at a single site of employment; or
    • They lay off 500 or more workers at a single site of employment
  • The law requires that this notification be given to the appropriate local chief elected official, the Dislocated Worker Unit of the State Department of Labor, and the collective bargaining representative of affected employees or each employee if the employees do not have such representation.


+ Step 3: Resolve Financial Obligations
  • If the business was formally dissolved in its state of formation, all business debts should be resolved:
  • Notify all lenders and creditors of your plans to dissolve/withdraw the business and settle remaining debt. If you are unable to pay your debts, you may want to consider filing for receivership or bankruptcy protection.
  • Contact the business’ creditors. It’s a good idea to discuss your financial obligations with your accountant, attorney, and insurers to ensure that you have everything accounted for.
  • You may need to close out your business bank account(s) and cancel your business credit cards. Consult your accountant or attorney prior to closing any account(s)

Choose Business Type to Withdraw

Limited Liability Company
Business Corporation
Non-Profit Corporation
Limited Partnership
Limited Liability Partnership