The certificate of cancellation on Form 452 is the filing a foreign limited liability company (LLC) uses to cancel its registration to transact business in Rhode Island. The Rhode Island Department of State, Business Services Division, receives it. The form surrenders the LLC's authority to do business in the state and names the address where the Department can mail any service of process. On FillingPDF you can fill out the form online and download or print the completed PDF; the official PDF and the agency's filing information are published by the Rhode Island Department of State.
Last updated
What is 452?
Form 452, Certificate of Cancellation for a Foreign Limited Liability Company, is the Rhode Island Department of State form by which an LLC organized under the laws of another state or jurisdiction cancels its registration to transact business in Rhode Island under RIGL 7-16-53.
By completing it, an authorized person of the LLC makes the statements printed on the form:
- the entity is not transacting business in Rhode Island and surrenders its authority to do so (line 4);
- it revokes the authority of its agent to accept service of process and consents to service on the Department of State (line 5);
- it gives the post office address where the Department of State may mail a copy of any process (line 6);
- it certifies, as RIGL 7-16-8 requires, that it has paid all fees and taxes (line 7).
The declaration is made under penalty of perjury. Line 8 sets when the cancellation takes effect.
The document has three parts: instructions for filing, the certificate itself (lines 1 to 8) and a Filer Contact Information page. The form is built to meet the minimal statutory filing requirements; it is not a substitute for the advice of an attorney or tax specialist. All filings are public records under RIGL 38-2-1, et seq.
The Department of State's page on withdrawing or cancelling a business registration lists limited liability partnerships, limited partnerships and business corporations as separate business structures. This form is the one for a limited liability company.
Who needs to file 452?
A foreign LLC registered to transact business in Rhode Island files Form 452 when it is no longer transacting business in the state. The Department of State's page says a foreign business that has been dissolved, was the non-survivor of a merger, or is no longer conducting business in Rhode Island must formally withdraw its registration.
Conditions that apply before you file:
- The LLC must be active and up to date with its filings with the Rhode Island Department of State.
- The entity must have filed its final tax return and be in good standing with the Rhode Island Division of Taxation. The agency page also calls for a Final Return Form with the Division of Taxation and for all other tax accounts to be closed.
- An authorized person of the LLC must sign and date the certificate. The form says this signature is required.
Do not use this form for a business corporation, a limited liability partnership or a limited partnership. The agency page lists those structures separately, and it says a limited partnership must provide a Letter of Good Standing (LOGS) in order to cancel.
When to file 452
File Form 452 once the foreign LLC is no longer transacting business in Rhode Island, for example because it was dissolved, was the non-survivor of a merger or has stopped operating there. The form prints no due date of its own.
Before you submit it, make sure the entity has filed its final tax return and is in good standing with the Rhode Island Division of Taxation, because line 7 certifies that all fees and taxes are paid.
On line 8 you choose when the cancellation takes effect. Check Date received (Upon filing) for the date the office receives the form, or Later effective date, which must be no more than 90 days from the date of filing. Check only one box.
A successful filing does not produce a mailed confirmation, so check the entity record in the Corporate Database after you submit.
How to fill out 452
Confirm your tax status first
Before filling out the form, make sure the entity has filed its final tax return and is in good standing with the RI Division of Taxation. You can confirm at [email protected] or (401) 574-8941.
Enter the Entity ID Number
Line 1: enter the LLC's ID number. Find it by looking up the entity in the Corporate Database.
Enter the LLC's name
Line 2: enter the name of the limited liability company. You can verify the name in the Corporate Database.
State where the LLC is organized
Line 3: enter the state or jurisdiction under whose laws the LLC is organized.
Review lines 4 and 5
These lines are printed statements: the entity is not transacting business in Rhode Island and surrenders its authority, and it revokes its agent's authority and consents to service of process on the Department of State. Read them before signing.
Enter the service of process address
Line 6: enter the complete post office address to which the Department of State can mail a copy of any process against the LLC.
Review the tax certification
Line 7: the LLC certifies it has no outstanding tax obligations and has paid all fees and taxes, as RIGL 7-16-8 requires. Confirm this with the RI Division of Taxation before you sign.
Choose the effective date
Line 8: check Date received (Upon filing), or Later effective date, which must be no more than 90 days from the date of filing. Check one box only.
Sign and date the certificate
Type or print the name of the authorized person and the date, then have that person sign. The declaration is made under penalty of perjury.
Complete Filer Contact Information
Fill in every field: Name, Date, Proposed Entity Name, Street Address, City, State, Zip Code, Email Address and Phone Number. The form says all fields are required.
Review and download the completed PDF
Check the ID number, name and addresses against the Corporate Database, then download or print the completed PDF from FillingPDF. Submit it through the channels described under How to submit.
How to submit 452
You can file with the Rhode Island Department of State, Business Services Division, by mail, or online through the agency's page for withdrawing or cancelling a business registration, which lists online filing for limited liability companies.
- By mail: Division of Business Services, 148 W. River Street, Providence, Rhode Island 02904-2615.
- Online: use the "File Online" option for limited liability companies on the Department of State's page, https://www.sos.ri.gov/divisions/business-services/foreign-business/withdraw-cancel-your-business.
- Filing fee: a fee applies. By mail, pay by check made payable to RI Department of State. In person at the Business Services Division, 148 W. River Street, Ste. 1, Providence, RI 02904, pay by cash, credit card or check. Call (401) 222-3040 for the current amount.
Type the form; the instructions say illegible documents will be rejected. Complete the Filer Contact Information page too, because the office uses it if it needs more information.
To confirm your filing, go to the Corporate Database, enter the entity name or ID number, open the entity record, select All Filings, then View Filing, and choose PDF under View PDF. Filings that cannot be processed are posted online and returned.
Questions: (401) 222-3040, Monday through Friday, 8:30 a.m. to 4:30 p.m., or [email protected]. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Submitting a handwritten or illegible form; the instructions say the document should be typed and that all illegible documents will be rejected.
- Filing before the entity has filed its final tax return and confirmed good standing with the RI Division of Taxation, then certifying on line 7 that all taxes are paid.
- Checking both boxes, or neither, on line 8; the form says to check one box only.
- Choosing a later effective date more than 90 days from the date of filing.
- Leaving the certificate unsigned or undated; an authorized person of the LLC must sign and date it.
- Leaving any field of the Filer Contact Information page blank; the form says all fields are required.
- Entering an ID number or entity name that does not match the Corporate Database record, instead of looking it up there.
- Using Form 452 for a business corporation, limited liability partnership or limited partnership instead of an LLC.
- Waiting for a mailed confirmation; successful filings are not confirmed by mail, so check the Corporate Database.
Frequently asked questions
What is a certificate of cancellation for a foreign LLC in Rhode Island?
It is Form 452, the filing a foreign LLC submits to the Rhode Island Department of State to cancel its registration to transact business in the state. It surrenders the LLC's authority to do business and consents to service of process on the Department of State.
Who has to file Form 452?
A foreign LLC registered in Rhode Island that is no longer transacting business there, such as one that was dissolved or was the non-survivor of a merger. Corporations, limited liability partnerships and limited partnerships are listed separately by the agency and do not use this LLC form.
Do I need to file a final tax return before Form 452?
Yes. The form tells you to make sure the entity has filed its final tax return and is in good standing with the RI Division of Taxation before you submit, because line 7 certifies that all fees and taxes are paid. Confirm at [email protected].
Can I fill out Form 452 online?
You can fill out the PDF online on FillingPDF and download or print it. FillingPDF does not file it with Rhode Island. The Department of State's page also lists an online filing option for LLCs, and you can mail the form to the Business Services Division.
Can the cancellation take effect on a later date?
Yes. On line 8 you check either Date received (Upon filing) or Later effective date. A later date must be no more than 90 days from the date of filing, and you may check only one box.
How do I confirm that my cancellation was filed?
Successful filings do not get a mailed confirmation. Search the Corporate Database by entity name or ID number, open the record, select All Filings, then View Filing, and choose the PDF to view and print it. Unprocessable filings are posted online and returned.
Is there a fee to file Form 452, and how is it paid?
Yes, a filing fee applies. Pay by check made payable to RI Department of State if you mail it, or by cash, credit card or check in person at 148 W. River Street, Ste. 1, Providence, RI 02904. Call (401) 222-3040 for the amount.
Who can sign Form 452?
An authorized person of the LLC must sign and date it, and type or print their name. The declaration is made under penalty of perjury, so the signer is affirming that every statement on the certificate is true and correct.
Ready to fill out 452?
Fill out 452 now