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How to Dissolve an Oregon LLC


How do you dissolve/terminate an Oregon Limited Liability Company?

To dissolve/terminate your LLC in Oregon, you must provide the completed Articles of Amendment/Dissolution – Limited Liability Company 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 LLC 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 Limited Liability Company Dissolution FAQ

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

To dissolve your Limited Liability Company in Oregon, there is a $100 filing fee required.

There is an optional confirmation copy sent for an additional $5, but you can see your Oregon LLC as inactive on the Oregon Website.

Your registered agent in Oregon may be able to help you terminate your LLC.

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


How long does it take the State of Oregon to process the filing?

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

How long before someone can take your business name?

Once you or the state dissolves your LLC or corporation, your name will show in the registry as dissolved and another entity may take the name immediately.

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

Oregon doesn’t have penalties for not filing properly, but if your annual report is more than 45 days past due, your company will be administratively dissolved.  Once it is dissolved, you may request reinstatement within 5 years, but you could lose your business name immediately if another company claims it.  It will be available as soon as you are dissolved.

The fee for a missed annual report 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 Organization if you wish 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.

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