What happens if your Rhode Island LLC misses its annual report, and how to reinstate it
Rhode Island’s own word for it: “Revoked” (certificate of revocation). Time limit to get back: 20 years. Tax clearance: Required (Division of Taxation).
Checked against the Rhode Island Department of State, Business Services Division, September 2026.
- What Rhode Island calls it
- “Revoked” (certificate of revocation)
- Tax clearance
- Required(Division of Taxation)
- Time limit to get back
- 20 years
How it unfolds in Rhode Island
- MissedAnnual report
- Status“Revoked” (certificate of revocation)
- The way backDivision of Taxation Letter of Good Standing, then the Secretary of State packet
Rhode Island Department of State (Secretary of State), Business Services Division
What does Rhode Island call a company that missed its filings?
“Revoked” / “revocation”: the Secretary of State revokes the LLC’s certificate of organization and issues a “certificate of revocation” (R.I. Gen. Laws §§ 7-16-41, 7-16-42). The Department of State describes revocation as losing “good standing status”, and the Corporate Database shows “Revoked” in the “Inactive Status” column. It notes that a revocation “is not an official dissolution”. Rhode Island does not use “administratively dissolved” for this.
What triggers it in Rhode Island?
Under § 7-16-41(a) the Secretary of State may revoke when the LLC: (1) procured its articles through fraud; (2) exceeded or abused its authority; (3) failed to file its annual report on time (due between February 1 and May 1 each year, § 7-16-66), failed to pay required Secretary of State fees, or is on the Division of Taxation’s certified list of LLCs that have not paid the annual LLC fee/tax for one year (§ 7-16-67.1); (4) failed for 30 days to appoint and maintain a resident agent; (5) failed to file a statement of change of resident agent; (6) failed to file required amendments or dissolution/merger documents; or (7) made a material misrepresentation in a filing.
Before it happens
No revocation unless the Secretary of State has mailed notice stating the basis at least 60 days before revocation, by regular mail to the resident agent. If mail to the agent has come back undeliverable, notice goes to the principal office in the latest annual report, or for LLCs that have never filed one, to the principal office in the articles or the authorized person. Revocation also requires that the LLC has not cured before revocation (filed the report, paid the fees or taxes, filed the agent change, etc.). After revocation the Secretary mails a certificate of revocation.
How do you reinstate a Rhode Island LLC?
No single reinstatement form is published. Step 1: get a Letter of Good Standing from the RI Division of Taxation, checking ‘Reinstatement of charter revoked by Secretary of State’ as the reason. Do not go on to step 2 until it arrives. Step 2: email the Business Services Division, which tells you which forms to file (the missing annual reports and any other documents the LLC failed to file) and calculates the penalty. Then submit all forms, the Letter of Good Standing and the filing and penalty fees together, by mail or hand delivery; incomplete packets are rejected. By statute, the Secretary withdraws the certificate of revocation once the LLC files the missed documents, pays a penalty for each year or part of a year since revocation, and files a certificate of good standing from the Division of Taxation.
Where to file
Rhode Island Department of State, Business Services Division, 148 West River Street, Providence, RI 02904. The tax letter comes from the RI Division of Taxation (Compliance & Collections, One Capitol Hill, Providence).
Missed filings and fees
Yes: all documents the LLC previously failed to file (the grounds in § 7-16-41(a)(3)-(6), e.g. every missed annual report), plus a penalty for each year or part of a year since revocation. The Department of State says a revoked entity keeps owing annual reports while revoked, and that the sooner it reinstates, the less it pays in penalties.
Is there a deadline to reinstate a Rhode Island LLC?
Within twenty (20) years after the certificate of revocation is issued (§ 7-16-43(a)). The limit was ten years before P.L. 2021, ch. 385/386, effective July 13, 2021.
Not yet confirmed against the Rhode Island Department of State, Business Services Division — check with the office.
Do you need tax clearance in Rhode Island?
Required
Yes. A certificate of good standing from the RI Division of Taxation is a statutory condition (§ 7-16-43(a)(3)). In practice this is the Division’s ‘Letter of Good Standing’ (LOGS), requested for ‘Reinstatement of charter revoked by Secretary of State’. It must be obtained first and submitted with the reinstatement packet. The LLC keeps owing the annual minimum fee to the Division of Taxation while revoked.
What happens to the company name meanwhile?
Limited. The Department of State warns that entities revoked for more than one year “may lose the right to their name”. By statute, if another entity has registered, reserved or used the same name, the Secretary conditions reinstatement on the LLC amending its articles to a different name.
What changes once it is fixed?
The Secretary “may withdraw the certificate of revocation and retroactively reinstate the limited liability company in good standing as if its certificate of organization ... had not been revoked” (§ 7-16-43(a)). While revoked, the LLC’s authority to transact business in Rhode Island ceases (§ 7-16-42(b)), but it is not dissolved: it keeps owing annual reports and the annual Division of Taxation minimum fee until it reinstates or formally dissolves. The reinstatement is confirmed when ‘Revoked’ disappears from the Inactive Status column in the Corporate Database (processing takes 2-4 business days; no confirmation is sent).
What changes for corporations in Rhode Island?
Not yet confirmed against the Rhode Island Department of State, Business Services Division — check with the office.
What should you file first?
Start with the tax clearance: where Rhode Island requires one, the reinstatement has to include it or wait for it. Then file, with the missed filings and fees described above.
Tax clearance
Required (Division of Taxation)
The filing
Division of Taxation Letter of Good Standing, then the Secretary of State packet
Where it goes
Rhode Island Department of State, Business Services Division, 148 West River Street, Providence, RI 02904. The tax letter comes from the RI Division of Taxation (Compliance & Collections, One Capitol Hill, Providence).
What does Rhode Island ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization) | Articles of Organization (Form 400) | At formation | N/A |
| Annual report — limited liability company | Limited Liability Company Annual Report (Form 632) | Between February 1 and May 1 each year, starting the calendar year after you register | A late filing penalty applies from June 1; continued failure leads to revocation |
| Annual report — business corporation and LP/LLP | Business Corporation Annual Report (Form 630); LP and LLP use Form 634 | Between February 1 and May 1 each year | A late filing penalty applies from June 1; continued failure leads to revocation |
| Change of resident agent or registered agent | Statement of Change of Resident Agent (Form 642) for LLCs; Statement of Change of Registered Agent (Form 640) for business corporations; Form 643 for LPs | When the agent changes | N/A |
| Change of resident office or registered office address only | Form 642A (LLC), Form 640A (corporation), Form 643A (LP) | When the office address changes | N/A |
From the same Rhode Island record as the Rhode Island resident agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Rhode Island deadline in your calendar with the compliance calendar, or see what Rhode Island requires of your resident agent.
Which Rhode Island laws govern it?
R.I. Gen. Laws § 7-16-41 (revocation of certificate of organization), § 7-16-42 (issuance of certificates of revocation), § 7-16-43 (withdrawal of certificate of revocation, i.e. reinstatement), § 7-16-66 (annual report), § 7-16-67.1 (revocation for non-payment of the annual fee on the Division of Taxation’s certified list).
Sources, checked September 2026:
- Rhode Island General Assembly— R.I. Gen. Laws §§ 7-16-41, 7-16-42, 7-16-43, 7-16-66, 7-16-67.1
- Rhode Island General Assembly; Rhode Island Department of State— R.I. Gen. Laws §§ 7-16-41, 7-16-42; SOS ‘Revoked Entities’ page
- Rhode Island General Assembly— R.I. Gen. Laws §§ 7-16-41(a), 7-16-66(a), 7-16-67.1(a)
- Rhode Island General Assembly— R.I. Gen. Laws §§ 7-16-41(b), 7-16-42(a)
- Rhode Island Department of State; Rhode Island General Assembly— SOS ‘Revoked Entities’ page (Steps 1-2); R.I. Gen. Laws § 7-16-43(a)
- Rhode Island Department of State— Revoked Entities page
- Rhode Island Department of State; Rhode Island General Assembly— Revoked Entities page, Step 1; R.I. Gen. Laws § 7-16-43(a)(3); SOS ‘LOGs vs COGs’ flyer (July 2025)
- Rhode Island General Assembly; Rhode Island Department of State— R.I. Gen. Laws § 7-16-43(a)(1)-(2); Revoked Entities page
- Rhode Island Department of State; Rhode Island General Assembly— Revoked Entities page; R.I. Gen. Laws § 7-16-43(b)
- Rhode Island General Assembly— R.I. Gen. Laws § 7-16-43(a) (history: P.L. 2021, ch. 385, § 3 and ch. 386, § 3)
- Rhode Island General Assembly; Rhode Island Department of State— R.I. Gen. Laws §§ 7-16-42(b), 7-16-43(a); Revoked Entities page
Checked against the Rhode Island Department of State (Secretary of State), Business Services Division and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Rhode Island
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Send us the entity and any notice you received. A compliance check shows where it stands with the Rhode Island Department of State, Business Services Division, and state fees are confirmed with you before anything is filed.