Rhode Island Department of State
Gregg M. Amore

Deciding to Close Your Business

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The decision to dissolve your entity must be made according to the guidelines established in your articles, bylaws, or operating agreement. Make sure to document all decisions.

Comply with Employment and Labor Laws

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State law requires that final paychecks are to be paid to employees within twenty-four (24) hours of their last day of work (R.I. Gen. Laws Chapter 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.

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 RI Department of Labor & Training, and the collective bargaining representative of affected employees or each employee if the employees don't have such representation.

Resolve Financial Obligations

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Notify all lenders and creditors of your plans to dissolve 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 verify that you have accounted for everything.

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).

Obtain and Submit Appropriate Documents

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To close your business in Rhode Island, you must satisfy all filing obligations with both the RI Division of Taxation and the RI Department of State. To dissolve your business, it must be active and up to date with all filings with the RI Department of State. To verify your status, email [email protected].

You must also complete a Final Return Form with the RI Division of Taxation and confirm that all other tax accounts have been closed and your tax obligations paid in full. Your business must certify to the RI Department of State, under penalty of perjury, that it has confirmed its tax status with the RI Division of Taxation and has no outstanding tax debts. To verify your status, email [email protected].

The RI Division of Taxation's Taxpayer Portal is an easy way for your business to verify its current status and pay any outstanding taxes. Visit the Taxpayer Portal to get started.

NOTE: After submitting all documents, be sure to confirm your filing.

Cancel Registrations, Permits, and Licenses

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Cancel all licenses and permits that you will no longer need. This may include a sales tax permit through the RI Division of Taxation. If you do not cancel, you may be liable for fees. Contact your attorney and/or accountant for more information on your specific requirements.

Businesses should also close their Employer Identification Number (EIN) account with the Internal Revenue Service. Closing your EIN account notifies the IRS that you're not planning to use the number in the future.

Report Beneficial Ownership Information to FinCEN

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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). This requirement applies even if the business was formally dissolved. 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.