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   State of Rhode Island                                                                                                      This legal document 
   Department of State - Business Services Division                                                                           should be typed.
                                                                                                                              All illegible 
                                                                                                                              documents 
Instructions for Filing                                                                                                       will be REJECTED.
Certificate of Cancellation for a Foreign Limited Liability Company
Section 7-16-53 of the General Laws of Rhode Island, 1956, as amended
The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant statutory provision.  
This form and the information provided are not substitutes for the advice and services of an attorney and/or tax specialist.

All filings are public records under RIGL 38-2-1, et seq. This means all information is available to the public by a variety of methods 
including, without limitations, inspections at our office, telephone inquiries and electronically through our online database.

                                                               How to pay the filing fee:
Before submitting this form, ensure your entity has filed 
its final tax return and is in good standing with the RI       The filing fee is payable either by mail via check made 
Division of Taxation. You can confirm your tax status by       payable to RI Department of State or in person via cash, 
contacting the Division of Taxation at tax.collections@        credit card, or check at the Business Services Division, 148 
tax.ri.gov or (401) 574-8941.                                  W. River Street, Ste. 1, Providence, RI 02904. Contact our 
                                                               office at (401) 222-3040 for further information. 

How to complete the form:                                      How to confirm your filing:

1.  List the limited liability company’s ID number. The ID     Entity records are retrievable and viewable through our 
   number can be found by looking up your entity in the        website. Successful filings will NOT result in a mailed 
   Corporate Database.                                         confirmation. Filings that cannot be processed will be posted 
2.  List the name of the limited liability company. The entity online and then returned. To confirm your submission and 
   name can be verified through our Corporate Database.        obtain evidence of your filing:
3.  List the state or jurisdication under whose laws the LLC   •     Go to our Corporate Database.
   is organized.                                               •     Enter the name or ID number of your entity and click 
                                                                     “Search.”
4.  The entity is not transacting business in this state and 
                                                               •     Click on the link to your entity record, scroll down, 
   surrenders its authority to transact business in this state.
                                                                     select “All Filings” and then “View Filing.”
5. The Department of State will receive future service of      •     Identify the desired type of filing and click on “PDF” 
   process for the LLC regarding the transaction of business         under “View PDF” to view and print the record.
   in Rhode Island.
6. List the complete postal address to which the 
   Department of State can mail a copy of any service of 
   process against the LLC.
7. As required by RIGL 7-16-8, the limited liability company 
   must certify that it has paid all fees and franchise taxes. 
   Confirm with the RI Division of Taxation that all tax 
   obligations have been satisfied. Verify tax status by 
   emailing tax.collections@tax.ri.gov.
8.  Check “Date received” unless you prefer that the 
   application go into effect at a later date than the form is 
   received in the office. Any later date must be within 90 
   days of filing. 
9.  An authorized person of the LLC MUST sign and date 
   this form.

                                                                                                                              FORM 452 - Revised:  12/2023



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        State of Rhode Island
        Department of State - Business Services Division

Certificate of Cancellation                                                                                STAMP
FOREIGN Limited Liability Company                                                                                FOR
                                                                                                           SECRETARY OF STATE 
        Filing Fee:  $75.00                                                                                      USE ONLY

Pursuant to the provisions of RIGL 7-16-53, the undersigned foreign limited liability company 
hereby cancels its registration to transact business in the State of Rhode Island, and for that 
purpose submits the following statement:
1. Entity ID Number:                    2. The name of the limited liability company is: 

3. It is organized under the laws of:

4. The entity is not transacting business in this state and surrenders its authority to transact business in this state.
5. It revokes the authority of its agent, to accept service of process and consents that service of process in any action, suit 
or proceeding arising out of the transaction of business in the state of Rhode Island, may thereafter be made on the limited 
liability company by service thereof on the Department of State of the State of Rhode Island.
6. The post office address to which the Department of State may mail a copy of any process against the limited liability 
company that may be served on him or her is:

7. The limited liability company certifies that it has no outstanding tax obligations. As required by RIGL 7-16-8, the limited 
liability has paid all fees and taxes. [Note: tax status can be verified by emailing tax.collections@tax.ri.gov.]
8. Date when the Cancellation will be effective: CHECK ONE BOX ONLY
 Date received (Upon filing)
 Later effective date (Date must be no more than 90 days from the date of filing) ____________________________
Under penalty of perjury, I declare and affirm that I have examined this Certificate of Cancellation of Registration and that 
all statements contained herein are true and correct.
Type or Print Name of Authorized Person                                                         Date

Signature of Authorized Person

MAIL TO:
Division of Business Services
148 W. River Street, Providence, Rhode Island 02904-2615                                                   STAMP
Phone: (401) 222-3040 
Website: www.sos.ri.gov                                                                                          FOR
                                                                                                           SECRETARY OF STATE 
                                                                                                                 USE ONLY

If you have any questions, please call us at (401) 222-3040, Monday through Friday, 
between 8:30 a.m. and 4:30 p.m., or email corporations@sos.ri.gov.
                                                                                                      FORM 452 - Revised:  12/2023



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        State of Rhode Island
        Department of State - Business Services Division

Filer Contact Information
        
In the event our office needs more information in order to complete the filing of this document, we ask for the 
filer’s contact information. All fields are REQUIRED.

Name:                                                                               Date:

Entity Name:

Street Address:

City:                                                State:                         Zip Code:

Email Address:                                                                      Phone Number: 

                                                                                             VOLUNTARY 
                                                                                             DISSOLUTION

If you have any questions, please call us at (401) 222-3040, Monday through Friday, 
between 8:30 a.m. and 4:30 p.m., or email corporations@sos.ri.gov.
                                                                                         FORM 452 - Revised:  12/2023






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