Revoked Entities

Businesses that fail to file an Annual Report, pay taxes, pay a required filing fee, maintain a registered agent, or maintain a registered office lose their good standing status with the RI Department of State – otherwise known as revocation.

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What does revocation mean?

Revocation means that you have lost your 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 personal liability protection
  • Loss of name rights
  • Loss of legal rights
  • Difficulty securing capital and financing

A revocation is not an official dissolution, which means you will be liable for taxes and filings with the State of Rhode Island until you legally close your business. While your business remains in a revoked status, you will continue to owe annual reports to the RI Department of State and a minimum fee of $400 to the RI Division of Taxation each year. Entities that have been revoked for more than one year may lose the right to their name.

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


How to reinstate your business and return to good standing status:

The reinstatement process involves two different state agencies – the RI Division of Taxation AND the RI Department of State. Please follow the steps below.

STEP 1

RI Division of Taxation

Complete an application for a Letter of Good Standing (LOGS) from the RI Division of Taxation. You can download the application here. On page two, Section 1, check “Reinstatement of charter revoked by Secretary of State” as your reason for requesting the letter. Mail the completed application along with a $50 check made payable to the RI Division of Taxation to the following address:

LOGS, Compliance & Collections, RI Division of Taxation
One Capitol Hill
Providence RI, 02908

DO NOT PROCEED TO STEP TWO UNTIL YOU HAVE RECEIVED YOUR LETTER OF GOOD STANDING FROM THE RI DIVISION OF TAXATION.


STEP 2

RI Department of State

Email [email protected] with the name of your business and ask what forms you need to file to complete your reinstatement. In the email, be sure to let our team know that you have already received your Letter of Good Standing. If you would like to legally close your business, please make sure to state that in the email as well. Our team will provide the forms you need to complete your reinstatement and calculate the amount you owe in penalty fees.

Complete and return all the required forms AND the Letter of Good Standing, along with a check for the required filing and penalty fees made payable to RI Department of State. You can mail or hand-deliver the documents to the following address:

Business Services Division
148 West River Street
Providence RI, 02903

YOU MUST SUBMIT ALL REQUIRED FORMS, PENALTY FEES, AND THE LETTER OF GOOD STANDING ALL TOGETHER AT THE SAME TIME OR YOUR 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 your business 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, limited liability companies, and other similar entities created in or registered to do business in the United States must report information about their beneficial owners — the persons who ultimately own or control the company — 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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