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Withdrawing a Qualification: Limited Liability Partnership

If you fail to formally withdraw/cancel your limited partnership qualification, you will continue to be liable for taxes and filings.  We encourage you get help from your attorney and/or accountant.  The following information is not intended as legal advice, these guidelines are provided to help you better navigate the filing process with the Department of State.

In order to cancel your Limited Partnership registration, the partnership must be active and in good standing with the Department of State.  To verify your entity status, call 401-222-3040 or email corporations@sos.ri.gov.

+ Withdrawal Documents

Filing Requirements with the RI Department of State:

  • Complete and remit for filing a Statement of Voluntary Withdrawal.  The Statement must be signed by a majority interest of the partners or by one or more partners authorized to sign a withdrawal – No filing fee.
+ Cancel Registrations, Permits, Licenses and Business Name
  • Cancel all licenses and permits that you will no longer need. If you do not cancel, you may be liable for fees. Contact your attorney and/or accountant for more information on your specific requirements.
+ Maintain Records
  • You may be legally required to maintain records, particularly tax and employment records, even after your business has closed. Record keeping requirements range between 3 to 7 years. Contact your attorney and/or accountant for more information on your specific requirements.