How to Reinstate an LLC in Rhode Island

How reinstatement works in Rhode Island

Rhode Island does not dissolve an LLC that stops filing; it revokes it. A revoked LLC still exists, still owes annual reports, and still owes the $400 minimum tax every year. Reinstatement means asking the Department of State to withdraw the Certificate of Revocation, and it runs in a strict order. First, the LLC must get a Letter of Good Standing from the Division of Taxation, which requires bringing state tax filings current and paying a $50 letter fee. Only then does the Department of State, by email, list the missing forms and calculate the penalty, which is $50 for each year or part of a year since revocation, on top of the missed reports' own fees. Everything, including the original tax letter dated within 30 days, must arrive together or the filing is rejected. The statute now allows withdrawal within 20 years, and reinstatement is retroactive, but a name may be lost after one year.

Steps to reinstate a Rhode Island LLC

1. Obtain a Letter of Good Standing (LOGS) from the RI Division of Taxation for the purpose of reinstatement, which requires the LLC's tax filings and $400 minimum tax payments to be current
2. Submit the original LOGS dated within 30 days of the reinstatement filing date
3. File every annual report and other document the LLC failed to file, with filing fees
4. Pay the $50 penalty for each year or partial year since revocation
5. File a name change amendment if the name is no longer available
6. Form to use: No single reinstatement form; the Business Services Division supplies the required forms and calculates penalties (LOGS application from the Division of Taxation).
7. First mail the LOGS application with a $50 check to the RI Division of Taxation (LOGS, Compliance & Collections, One Capitol Hill, Providence, RI 02908). After the letter arrives, email the Department of State to get the list of required forms and the penalty total, then mail or hand-deliver everything together to the Business Services Division, 148 West River Street, Providence, RI 02904.

Processing: The Department of State reports processing in 2 to 4 business days; no confirmation is mailed, so check that 'Revoked' has been removed in the Corporate Database.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

A $50 penalty for each year or part of a year since the Certificate of Revocation was issued, plus every missed annual report with its $50 fee (and late penalties), plus $50 paid to the Division of Taxation for the Letter of Good Standing. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Effect: Yes. Under R.I. Gen. Laws 7-16-43, withdrawing the Certificate of Revocation reinstates the LLC retroactively in good standing as if its articles had never been revoked.
• Your LLC name: An LLC revoked for more than one year may lose the right to its name; if the name is no longer available, reinstatement requires a name change amendment.

The most common cause is a missed Annual Report. See the Rhode Island Annual Report guide for deadlines so it does not happen again.

Reinstatement in Rhode Island and nearby states

Mistakes that slow down a Rhode Island reinstatement

• Contacting the Department of State before obtaining the Division of Taxation's Letter of Good Standing, which the Department requires first.
• Sending the forms, penalties, and tax letter in separate mailings, which causes the reinstatement to be rejected.
• Using a Letter of Good Standing more than 30 days old by the time the reinstatement is filed.