Revoked Non-Profits

Non-profits that fail to file an annual report, maintain a registered agent and/or registered office, or pay a required filing fee lose their good standing status.

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What does revocation mean?

Revocation means that the non-profit corporation has lost its good standing status with the RI Department of State. There are serious consequences to losing your good standing status, including:

  • Fines and penalties
  • Loss of tax-exempt status
  • Loss of name rights
  • Loss of access to the courts
  • Difficulty securing capital and financing

A revocation is not an official dissolution, which means you will be liable for filings with the State of Rhode Island until you legally close the non-profit. While the entity remains in a revoked status, it will continue to owe annual reports to the RI Department of State each year. Entities that have been revoked for more than one year may lose the right to their name.

You can return the non-profit to good standing status through a process called “reinstatement.” The sooner you reinstate, the less the non-profit will owe in penalty fees. If the organization is no longer doing business and would like to legally close, it must file the appropriate dissolution form as part of the reinstatement packet. If you have questions about how revocation affects your non-profit, please contact a qualified attorney.

How to reinstate a non-profit and return to good standing status:

STEP 1

Email the Business Services Division at [email protected] with the name of the non-profit and ask what forms you need to file to complete the reinstatement. If you would like to legally close the non-profit, please make sure to state that in the email as well. Our team will provide the forms you need to complete the reinstatement and calculate the amount owed in penalty fees.

STEP 2

Complete and return all required forms along with a check for the required filing and penalty fees made payable to RI Department of State. Reinstatements cannot be filed online. You can choose to mail or hand-deliver the required documents to the following address:

Business Services Division
148 West River Street
Providence RI, 02903

YOU MUST SUBMIT ALL REQUIRED FORMS AND PENALTY FEES ALL TOGETHER AT THE SAME TIME OR THE REINSTATEMENT WILL BE REJECTED.

How do I know if my reinstatement was successful?

Once you have submitted a complete reinstatement packet to the RI Department of State, your filing will take between 2-4 business days to process. You will not receive an emailed or mailed confirmation that your filing was accepted. You can verify that the non-profit has been reinstated by searching its name in our Corporate Database. In the search results, if the label “Revoked” has been removed from the column marked “Inactive Status,” your business has been successfully reinstated.

Exampple of revoked entitity and entity in good status

Report Beneficial Ownership Information to FinCEN

Beginning January 1, 2024, certain types of corporations, including non-profit corporations that are not federally tax-exempt, that are registered to do business in the United States must report information about their beneficial owners — the persons who ultimately own or control the corporation — to the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN). Additional information about the reporting requirements, including answers to questions such as “is my company required to report beneficial ownership information to FinCEN,” “who is a beneficial owner,” and “when do I need to report my company’s beneficial ownership information" is available on FinCEN’s beneficial ownership information webpage, FinCEN.gov/BOI..

Beneficial ownership reports should only be submitted directly to the Financial Crimes Enforcement Network at FinCEN.gov/BOI.

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