Rhode Island Secretary of State filings for mergers and dissolutions no longer require a tax letter of good standing (LOGS) from the Rhode Island Division of Taxation. This change, proposed to the legislature by the Rhode Island Secretary of State, has brought an end to a long-time administrative headache for Rhode Island businesses and their professional advisors.

Prior to the July 31, 2020 effective date of the change, any limited liability company or corporation seeking to dissolve or merge into a non-Rhode Island entity was required to obtain an original LOGS from the Rhode Island Division of Taxation. The issuance of a LOGS generally took several weeks but could take longer during certain busy times of year.

Under the new rules, a limited liability company or corporation seeking to dissolve or merge into a non-Rhode Island entity must simply self-certify as part of the applicable filing that all of its fees and taxes have been paid. An entity can confirm its tax status at taxportal.ri.gov or contact the Division of Taxation at tax.ri.gov or (401) 574-8941. If they have not yet done so, entities will need to register an account on the Division’s RI Taxpayer Portal, which requires the company’s federal EIN and a PIN which can be requested from the Division. We have found that the new process streamlines the time, effort and cost involved with these filings. In addition, because mergers and dissolutions no longer require a LOGS, there is no longer a risk that the 30-day LOGS will go stale before the documents can be finalized and filed.

The changes do not impact domestic or foreign limited partnerships, but for corporations and limited liability companies and those who service them the change is greatly appreciated. For more information on this Client Update, please contact Jeffrey B. Cianciolo, Esq. directly at (401) 490-0219, or Marcus Howell, Esq. directly at (401) 655-2209.