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Withdrawing a Qualification: Limited 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

+ Withdrawal Documents
Step 1:
  • In order to cancel your limited partnership registration, you will need to remit a Request for a Letter of Good Standing to the RI Division of Taxation. This should be done as soon as possible as there is a minimum four-week processing time.
  • If you have a sales tax and/or withholding account, close your account by completing and filing a Final Return Form
Step 2:
  • The Letter of Good Standing (LOGS) issued by the RI Division of Taxation is valid for ONLY 30-days from the date of issuance. Once you receive your LOGS, you must file it along with a completed Foreign Limited Partnership – Certificate of Cancellation FORM 353 to the Department of State and remit for filing with the $25 filing fee.
  • Paper filings received in person or by mail are processed within two days of receiving the filing. For more information see Filing Confirmation/Rejection.
+ Cancel Registrations, Permits, Licenses and Business Name
  • To protect your finances, be sure to 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.