SECTION III – Mergers
Merger of corporation under IRC Section 368(a)(1)(f) to change state of incorporation only with
Rhode Island Secretary of State
Merger of corporation into another corporation (corporation named above is the non-survivor under
IRS Section ___________ and is the non-survivor with the Rhode Island Secretary of State)
Requirements:
1. All tax returns administered by the tax division that are past due must accompany this request.
2. All the tax, interest and penalty balances must be paid.
3. A final RI-1120 through date of request (Any liability reflected on this return must be paid).
4. A copy of federal 1120.
5. Articles of merger.
SECTION IV – Major Sale or Liquidation
Sale or transfer of the major part in value of RI assets of the above named corporation
Liquidation (per IRC Section __________ please note that dissolution request is in Section V)
Requirements:
1. All tax returns administered by the tax division that are past due must accompany this request.
2. All the tax, interest and penalty balances must be paid.
3. Short period RI Tax Return with payment (beginning of tax year to date of sale) reflecting the sale.
4. A copy of Federal Tax Return (with Federal Form 4797 and Schedule D).
5. A statement as to sales price, to whom it is being sold and description of assets being sold.
SECTION V – Dissolution/Cancellation of Domestic Entities
Filing for Articles of Dissolution with Rhode Island Secretary of State (Corporations and LLCs
only)
Conversion to non-Rhode Island entity
Filing for Cancellation with the Rhode Island Secretary of State (LP’s only)
Requirements:
1. All tax returns administered by the tax division that are past due must accompany this request.
2. All the tax, interest and penalty balances must be paid.
3. Final RI Tax Return through date of request for dissolution.
4. Copy of final Federal Tax Return.
5. Copy of Federal Form 966 (corporations only).
6. Copy of minutes of meeting to dissolve or statement signed by all the members. (does not apply to
Single Member LLCs).
7. Any liability reflected on this final return must be paid.
3 of 7