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How to Dissolve an Oregon Corporation

How do you dissolve an Oregon Corporation?

To dissolve your corporation in Oregon, you must provide the completed Articles of Dissolution – Business/Professional form to the Oregon Secretary of State Corporation Division by mail, in person or by fax with a Fax Cover Sheet. Original signature is NOT required.

A dissolved corporation may not carry on any business except as appropriate to wind up and liquidate its business and affairs.
Filing of Articles of Dissolution does not terminate the authority of the registered agent.

Oregon Corporation Dissolution FAQ

Is there a filing fee to dissolve or cancel an Oregon Corporation?

To dissolve your Oregon Corporation a $100 filing fee is required.

If you would like to receive a confirmation copy, add $5.

Your registered agent in Oregon may be able to help you with the dissolution process.

Do you need a Department of Revenue Tax Clearance before the Oregon Secretary of State will accept your dissolution?

No, you do not need clearance to dissolve a corporation or LLC in Oregon.

How long does it take the state to process the filing?

Normal Processing: One week. In Person Processing: I day if delivered to the customer service desk. Fax filing:  One week.

How long before someone can take your business name?

As soon as the Articles of Dissolution are processed, it will show that on the Oregon Secretary of State Business Registry and another business may claim the sole rights to the name immediately.  Oregon will administratively dissolve you if you are 45 days late filing your annual report.  That will put your name up for grabs immediately too.

What is the penalty if you do not dissolve properly and just don’t file your annual reports?

The penalty for being 45 days late on the filing of your annual report is that the Oregon Secretary of State will administratively dissolved your authority to do business in Oregon.  Once it is dissolved, you may request reinstatement within five (5) years. The fee for missed annual reports is $100/year and will be due with a reinstatement fee of $100. After five (5) years, you must file as a new entity.   Before the five years is up you may start over with a new Articles of Incorporation if you want to save the price of the overdue annual reports; however, you will be registered as a new business and you will lose your business history.

Does Oregon reserve your name for a period of time after you are inactive?

Your business name is available to anyone immediately once you are administratively dissolved. Oregon Secretary of State’s Website will list you as an inactive business and your name can be assumed by any other business that claims it. Oregon won’t protect your name once your annual report is 45 days late.

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