REQUEST FOR LETTER OF GOOD STANDING
A $50.00 FEE MUST BE SUBMITTED BEFORE REQUEST MAY BE PROCESSED
(Make check payable to the RI Division of Taxation)
Contact Name at Business:
Name of Business:
Address of Business:
City, State & Zip Code:
CHECK HERE IF THE BUSINESS HAS A LIQUOR LICENSE
Please indicate the reason you are requesting a Letter of Good Standing. You must check one of the reasons in
the five sections listed below. Failure to include all requirements and payments for the reason will delay the
processing of your request. If you are uncertain of any taxes owed, we will send you a detailed list of all out-
standing returns and liabilities once the application is filed.
Entity Type:
Corporation Sub Chapter S Corporation * Non Profit Corporation
Partnership * Limited Partnership * Limited Liability Partnership *
Limited Liability Company * Single Member LLC (Disregarded Entity) *
Sole Owner *
* Names and Social Security Numbers for all Shareholders or Members must be provided.
(Complete Schedule A on page 4).
Federal Identification Number:
Your Federal ID is the number issued to you by the IRS. If you do not have a
Federal ID, leave this line blank.
Secretary of State Identification Number:
Your Secretary of State ID is the number issued to you by the RI Secretary of
State Office. If you do not know what your Secretary of State ID is please
contact the Secretary of State at (401) 222-3040 or www.sos.ri.gov/business/
Fiscal Year End (If not a calendar year end) enter month and day (MM/DD) :
State of Rhode Island Division of Taxation
Form LOGS
Request for a Letter of Good Standing
Page 1 of 8
13180199990101
SECTION I – General Requests for Good Standing
Human Resource Investment Council Certification (Corporations Only)
Enterprise Zone Certification (Corporations Only)
Financing
Capital Stock sale or transfer (Must also complete Schedule B on page 4)
Reinstatement of charter revoked by Secretary of State
Reinstatement of charter forfeited by Rhode Island Division of Taxation
Merger of corporation with another corporation (corporation named above is the survivor as listed with
the Rhode Island Secretary of State)
Sale of less than 50% of Rhode Island assets
Motion Picture Production Company Certification
Tax Status
Re-Domestication (entity must continue to be registered in RI; otherwise see SECTION VI)
Mobile Home Park Certification
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.
SECTION II – Liquor License (Sale, Transfer, Upgrade or New)
New Liquor License
Capital Stock sale or transfer (Must also complete Schedule B on page 4)
Sale of less than 50% of Rhode Island assets
Transfer of Location
Liquor License Upgrade
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. Payments must be made with Money Order
or Bank Check.
Sale or transfer of the major part in value of RI assets of the above named corporation
Requirements:
1. All tax returns administered by the tax division (through the date of sale) must accompany this request.
2. All the tax, interest and penalty balances must be paid. Payments must be made with Money Order
or Bank Check.
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.
6. Buyers contact information:
Contact Name:
Name of Business:
Telephone Number:
State of Rhode Island Division of Taxation
Form LOGS
Request for a Letter of Good Standing
Page 2 of 8
13180199990102
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.
State of Rhode Island Division of Taxation
Form LOGS
Request for a Letter of Good Standing
Page 3 of 8
13180199990103
SECTION VI – Withdrawal/Cancellation of Foreign Entities
Withdrawal due to merger in State of Incorporation (Corporations only)
Withdrawal of corporation’s right to do business in Rhode Island through office of Rhode Island
Secretary of State (Corporations only)
Cancellation of entity’s right to do business in Rhode Island through office of Rhode Island Secretary
of State (LLCs and LPs 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 withdrawal.
4. Copy of Federal Tax Return.
5. Any liability reflected on this final return must be paid.
SCHEDULE A
List the name, identification numbers and percent of ownership for all Shareholders or Members of all
Pass-Through Entities (Subchapter S Corporations, LLC’s and Partnerships).
If Shareholder or Member is an individual, then enter the Name(s), Social Security Number(s), their
percent of ownership and indicate if they are a nonresident in the space listed below.
If the Shareholder or Member of the Pass-Through Entity is another Pass-Through Entity, then enter the
name and Federal Identification Number and attach a schedule of their Shareholders or Members.
Name
Social Security or
Federal ID Number
Percent of
Ownership
Check if
Nonresident
Attach additional schedule(s) if more space is needed.
SCHEDULE B (CAPITAL STOCK TRANSFERS ONLY)
List the name, identification numbers and percent of ownership for all Shareholders or Members of all
Pass-Through Entities after transfer of stock. (See instructions for Schedule A above)
Name
Social Security or
Federal ID Number
Percent of
Ownership
Check if
Nonresident
Attach additional schedule(s) if more space is needed.
State of Rhode Island Division of Taxation
Form LOGS
Request for a Letter of Good Standing
Page 4 of 8
13180199990104
CONTACT INFORMATION (only if different from the information listed on page 1)
Person to contact for Additional Information. By completing this section you are authorizing the Division
of Taxation to review and disclose any state tax information that may be required to complete this request
for good standing to the individual listed below. If you do not want the division to share any information, do
not complete this section and all requests for information will be sent to the company name listed on page 1.
Name Telephone Number
Mailing Address
Email Address
MAILING INFORMATION (only if different from the information listed on page 1)
The Division of Taxation will not share any tax information with the individual listed below. This is only if
you want the Letter of Good Standing mailed to an address other than the address listed on page 1.
Name Telephone Number
Address
SIGNATURE
A Letter of Good Standing may only be requested by an authorized representative of the entity listed as the
applicant on the front of this request. An authorized representative is a member or officer of the company
that is authorized to handle tax matters or a power of attorney (POA). If the Letter of Good Standing is
being requested by a POA, a signed POA must accompany the request. The letter will not be issued if the
following section is not completed.
Name of Authorized Representative Title
Signature Date
State of Rhode Island Division of Taxation
Form LOGS
Request for a Letter of Good Standing
Page 5 of 8
13180199990105
AFFIDAVIT
To be used by non-profit corporations who are applying for a Letter of Good Standing.
I/we do hereby declare under oath that
Name of corporation and federal identification number (please print)
has been incorporated through the office of the
State of incorporation
Secretary of State since ___________________________________
Date of incorporation
I/we do also declare that ___________________________________
Name of corporation
has a non-profit corporation charter and has never had any Federal taxable income and therefore has had no
State of Rhode Island Business Corporation tax liability.
Name and title of authorized officer (please print)
Date Signature of authorized officer
Subscribed and sworn before me this ________ day of _______________, 20_______.
NOTARY PUBLIC
State of Rhode Island Division of Taxation
Form LOGS
Request for a Letter of Good Standing
Page 6 of 8
13180199990106
Where do I mail the request?
Mail all requests with the required information and any amount due with checks or money orders made
payable to the RI Division of Taxation.
Mail to: Letter of Good Standing
Compliance & Collections
Rhode Island Division of Taxation
One Capitol Hill
Providence, RI 02908
How long does it take?
Generally a Letter of Good Standing request takes 4 weeks to process. Individual request may take longer
or shorter depending on the individual taxpayer. Failure to provide any required information will delay the
processing of your request.
If I bring the request in can I get it the same day?
The Division of Taxation does not have walk in service for letters of good standing. You may drop off your
letter of good standing request or any other information that we have requested at our front desk and it will
be processed as quickly as possible. If you have any questions regarding your request please feel free to
contact us at (401) 574-8941.
How do I contact the Division of Taxation?
Any questions on how to complete this form or on the status of your request please contact us.
Phone: (401) 574-8941
Fax: (401) 574-8915
How long is the request good for?
Generally a request is good for 60 days. Requests that are not issued within 60 days due to the failure to
provide all required information and payments will no longer be valid and must be submitted again.
Note for Non-Profit Corporations: Please submit an affidavit (page 6 of this request) with any request for
Letter of Good Standing pertaining to a non-profit corporation which has had no filing requirement for
Rhode Island Business Corporation Tax because it has had no federal taxable income.
Rev 04/2021
State of Rhode Island Division of Taxation
Form LOGS
Request for a Letter of Good Standing
Page 7 of 8
Rhode Island Division of Taxation
State of Rhode Island
Department of Revenue
Entity filing requirements
Every entity registered with the Rhode Island Secretary of State may have filing requirements
with the Rhode Island Division of Taxation, even if no business is conducted within Rhode
Island for a particular year.
x An entity treated as a “C” corporation for federal tax purposes shall be required to file Form
RI-1120C and pay the greater of the business corporation tax or the franchise tax. Note that
there is a minimum tax, currently $500 per year.
[Rhode Island General Laws § 44-11-2]
x An entity treated as an “S” corporation for federal tax purposes shall be required to file Form
RI-1120S and pay the franchise tax. Note that there is a minimum tax, currently $500 per
year.
[Rhode Island General Laws § 44-12-1]
x Any Limited Liability Company (LLC) not treated as a corporation for federal tax purposes
shall pay an annual charge equal to the minimum business corporation tax, currently $500
per year. This includes a LLC treated as a disregarded entity for federal tax purposes. Form
RI-1065 shall be filed for any tax year beginning on or after January 1, 2012. For tax years
prior to 2012, Form RI-1120S shall be filed to pay the annual charge.
[See Regulation CT 12-14,
Rhode Island General Laws § 7-16-67]
x Entities treated as partnerships for federal tax purposes shall file Form RI-1065. Any
Limited Liability Partnership (LLP) and any Limited Partnership (LP) for tax years
beginning on or after January 1, 2012 shall be subject to an annual charge equal to the
minimum business corporation tax, currently $500 per year.
[ See Regulation CT 12-16.]
x Pass-through entities with members, partners, etc., who are nonresidents of Rhode Island,
shall also file Form RI-1096PT reporting the income flowing through and the amount of tax to
be withheld for the nonresidents. Nonresident individuals and entities shall be required to file
the appropriate Rhode Island tax returns reporting the pass-through income and any pass-
through withheld tax. In some instances, Form RI-1040C Composite Income Tax Return may
be filed.
[Rhode Island General Laws § 44-11-2.2]
For corporation tax, partnership and individual income tax returns there is no registration
requirement. The filing of the first return is sufficient notice to establish an account.
While extensive, this list is not all inclusive. If you have questions, please contact the Rhode Island
Division of
Taxation at (401) 574-8829, from 8:30 a.m. to 4:00 p.m. business days.
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