Form 452 - Certificate Of Cancellation Of Registration Of Foreign Limited Liability Company - 2005

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STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
Office of the Secretary of State
Corporations Division
148 W. River Street
Providence, Rhode Island 02904-2615
(401) 222-3040
INSTRUCTIONS FOR FILING
CERTIFICATE OF CANCELLATION OF REGISTRATION OF
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.
1. A foreign limited liability company may cancel its registration by filing a Certificate of Cancellation of Registration of
Foreign Limited Liability Company (Form No. 452) with the Office of the Secretary of State, Corporations Division, at
the above address. When the Certificate of Cancellation of Registration is properly completed, signed and submitted
with the correct filing fee, a Certificate of Cancellation of Registration shall be issued.
2. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign
limited liability company with respect to claims for relief or causes of action arising out of the transaction of business
in this state.
3. Upon filing the Certificate of Cancellation of Registration, the limited liability company must be in good standing and
current with the filing of its annual reports and the maintenance of its resident agent and the address of its resident
agent in this state.
4. The Certificate of Cancellation of Registration must be accompanied by a filing fee of $75.00, and payment should be
made payable to the Rhode Island Secretary of State.
5. A letter of good standing from the Rhode Island Division of Taxation for the purpose of cancellation must accompany
the Certificate of Cancellation of Registration. The letter of good standing must be dated within thirty (30) days of the
date of filing the Certificate of Cancellation of Registration. You may contact the Rhode Island Division of Taxation at
One Capitol Hill, Providence, RI 02908 (401) 574-8935.
6. The Certificate of Cancellation of Registration must be signed by a person with the authority to do so under the laws
of the state or other jurisdiction of its organization.
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.
Instructions/Form 452
Revised: 04/08

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