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 American LegalNet, Inc. www.FormsWorkflow.com Filing Fee: $75.00 ID Number: ____________ STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS Office of the Secretary of State Corporations Division 148 W. River Street Providence, Rhode Island 02904-2615 LIMITED LIABILITY COMPANY _____________ CERTIFICATE OF CANCELLATION OF REGISTRATION OF FOREIGN LIMITED LIABILITY COMPANY Pursuant to the provisions of Section 7-16-53 of the General Laws of Rhode Island, 1956, as amended, 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. The name of the limited liability company is: 2. It is organized under the laws of 3. It is not transacting business in the state of Rhode Island. 4. It hereby surrenders its authority to transact business in the state of Rhode Island. 5. It confirms the authority of the Secretary of State of the State of Rhode Island to accept service of process with respect to claims for relief or causes of action arising out of the transaction of business in Rhode Island. 6. The post office address to which the Secretary of State may mail a copy of any process against the limited liability company that may be served on him or her is: 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. Date: Print Exact Name of Limited Liability Company By Signature of Authorized Person Form No. 452 Revised: 12/05 American LegalNet, Inc. www.FormsWorkflow.com