How to Dissolve an LLC in Oregon: Forms, Fees and Taxes

Oregon LLC dissolution at a glance

Oregon's filing office is the Corporation Division of the Secretary of State. Its fees are set in statute rather than a rule: ORS 56.140 charges $100 for an Oregon entity's annual report and any other related document it may or must file, and $275 for the same kinds of filings by a foreign entity (ORS 56.140). The general steps that apply anywhere are in how to dissolve an LLC.

Source: ORS chapter 56 (fees, ORS 56.140)

Steps to dissolve an LLC in Oregon

Oregon law treats dissolution and the filing as two moments. The LLC first dissolves, usually by the members' consent under the operating agreement, and then delivers articles of dissolution stating the date that happened. A workable order:

• Take the member decision and note the date: the Oregon form asks for the date dissolution occurred, which must be today or earlier (Corporation Division instructions).
• Wind up: finish or assign contracts, collect what is owed, sell or distribute assets and pay creditors.
• If you had employees, file the Business Change in Status form; the Division says it reports the closure to the Employment Department and the Department of Revenue (Close a Business).
• Send the annual withholding reconciliation, Form WR, within 30 days of the final payroll if you stop during the year (Oregon Department of Revenue).
• File final Oregon and federal income tax returns for the year of closing.
• Mail or fax the Articles of Dissolution with the $100 fee.
• Report any unclaimed funds, such as uncashed payroll checks, and close bank and EIN accounts.

Filing the Articles of Dissolution with the Corporation Division

An Oregon LLC does not have a stand-alone dissolution form. It uses the Articles of Amendment/Dissolution form, and the current version (revised 4/26) tells you to complete items 6, 7, 8 and 9 for a dissolution: the LLC's name, the date dissolution occurred (no future date), a mailing address and the signed execution. The form's fee box reads Required Processing Fee $100, with checks payable to the Corporation Division (Articles of Amendment/Dissolution form). The Division's older instructions page still lists only items 6, 7 and 8 (Corporation Division instructions), so follow the form itself. ORS 63.631 sets the content: at any time following dissolution, the LLC may deliver articles of dissolution giving its name and the date of dissolution (ORS 63.631).

On delivery, the Division's guidance is to mail or fax the Articles of Dissolution form for your entity type (Relocating a Business), and it does not accept forms or payments by email (Corporation Division). We did not find a published processing time for dissolutions.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: Oregon Secretary of State: Articles of Amendment/Dissolution instructions (LLC)

Oregon taxes and the payroll closure form

The Corporation Division's closing page does not ask for a tax clearance before it files the articles. Oregon's tax steps are instead about ending accounts cleanly so the Department of Revenue does not keep expecting returns.

• Business Change in Status form: for employers or anyone with a payroll BIN. The Department of Revenue says payroll updates it receives are shared with the Employment Department, but not with the Secretary of State (Oregon Department of Revenue). Closing the BIN does not dissolve the LLC, and dissolving does not close the BIN.
• Minimum tax: an LLC taxed as a partnership owes Oregon's $150 partnership minimum tax for any year it was doing business in Oregon (Oregon Department of Revenue), so the final year's return still carries it.
• Final returns: mark the last Oregon and federal returns as final. A multi-member LLC files a final Form 1065 and final K-1s.
• Unclaimed property: the Division reminds closing businesses that Oregon businesses of any size must report unclaimed funds to the state (Close a Business).

Source: Oregon Secretary of State: Close a Business

Dissolving an Oregon corporation

A business or professional corporation files Articles of Dissolution, Business/Professional (Corporation Division instructions), for the same $100 fee, which the form itself lists as its required processing fee (Articles of Dissolution form). The legal effect differs from an LLC: under ORS 60.631, a corporation is dissolved upon the effective date of its articles of dissolution (ORS 60.631), while an LLC files after it has already dissolved.

On tax, C corporations filing Oregon excise tax returns pay the minimum tax or the calculated tax, whichever is greater, and S corporations doing business in Oregon pay a $150 minimum excise tax (Oregon Department of Revenue). The final return still owes it. The federal side is in how to dissolve a corporation.

Source: Oregon Secretary of State: Articles of Dissolution instructions (corporation)

Administrative dissolution and reinstatement in Oregon

If an Oregon LLC stops paying fees or filing annual reports, the Secretary of State can dissolve it. Unpaid fees and a missing annual report are both grounds under ORS 63.647, and after written notice the LLC has 45 days to correct the problem before the Secretary of State dissolves it (ORS chapter 63). An administratively dissolved LLC still exists, but only to wind up.

Reinstatement is possible within five years of the dissolution date. The Division says reinstatement inside 5 years can be done online or on a paper form, and that you pay a reinstatement fee along with the missed annual fees (Reinstate a Business). Letting an Oregon LLC lapse therefore does not make old fees disappear if you later need the entity back.

Source: Oregon Secretary of State: Reinstate a Business

Optional newspaper notice to cut off unknown claims

Oregon gives dissolved LLCs a way to limit the time claimants have. After filing articles of dissolution, an LLC may publish notice of its dissolution once in a newspaper of general circulation where its principal office is, and claims not enforced within five years after publication are barred (ORS 63.644). The statute makes the notice optional; whether it is worth the cost depends on how many unknown claims the business could face.

Source: ORS chapter 63 (limited liability companies)

Withdrawing a foreign LLC from Oregon

An LLC formed in another state withdraws from Oregon by applying for withdrawal (ORS 63.734). Because ORS 56.140 charges foreign entities $275 for their related filings, the withdrawal costs $275 rather than $100, and the Division's foreign LLC amendment/withdrawal form shows the same amount (Amendment/Withdrawal form). The application revokes the registered agent's authority and appoints the Secretary of State to accept service for claims from the years the LLC was registered.

Source: ORS chapter 56 (fees, ORS 56.140)

Keeping and exporting an Oregon company's records

Keep payroll records for at least 4 years after the tax is due or paid (IRS), along with the final Oregon returns, the filed articles and the Business Change in Status confirmation. Our guide to business records after closing lists the rest.

Do the exports before closing software accounts, because many vendors delete data soon after cancellation. See export company records before closing.

Some of those records can be licensed. AI developers pay for real operational records, such as service tickets, engineering notes or customer conversations, once personal data is removed and the rights are clear. selling company data after closing walks through the process; it is buyer-neutral and starts with what you already hold.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.