How to Dissolve an LLC in Oregon - 2024 Guide

How to Dissolve (Close) an LLC in Oregon

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Carolyn Young has over 25 years of experience in business in various roles, including bank management, marketing management, and business education.

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How to Dissolve (Close) an LLC in Oregon

How to Dissolve (Close) an LLC in Oregon

If you have a limited liability company (LLC) in Oregon, you may need to shut down the business at some point. On the other hand, maybe you’ve started another company or decided to relocate to another state — whatever the reason, you’ll need to follow the somewhat complicated LLC dissolution process. 

If done incorrectly, you’ll still be responsible for annual reports and fees and could face additional penalties. But, lucky for you, this handy guide explains how to dissolve an LLC in Oregon. 

Properly shutting down an LLC involves several crucial steps, as detailed below.  

1. Vote for Dissolution

LLC owners must vote to dissolve the LLC. Hopefully, you have an operating agreement that details the process. If not, Oregon law requires the consent of all members or judicial dissolution. Once this occurs, you’ll need to draft a resolution to dissolve the LLC. 

2. Cancel Business Licenses and Permits

If you were required to get licenses and permits for your business, you’d need to contact the issuing agencies to cancel them so that you’re not charged renewal fees. If you have any outstanding fees, you’ll likely need to pay them before you are allowed to cancel.

3. Notify Creditors

If you owe money to any creditors, you’ll need to notify them in writing of the dissolution and give them detailed instructions on filing any claims for the outstanding debt. In Oregon, claims must be filed by the deadline set by the LLC owner, which must be at least 120 days from receipt of the notice. 

In Oregon, this must be done before you formally dissolve your LLC with the state.

4. Notify Tax Departments

Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due.

5. Cancel Contracts and Settle Financial Obligations

If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure your obligations are fulfilled and all contracts are canceled. 

6. Distribute Assets to Members

If the LLC has any assets remaining in any form after all financial obligations have been settled, they must be distributed to members based on LLC ownership percentages. If the assets are equipment, property, or other non-cash assets, they’ll need to be sold first so distributions can be made in cash. 

7. File the Dissolution Papers with Oregon

In Oregon, the process to dissolve an LLC is to download the articles of amendment/dissolution form, fill it out, and mail it to the Secretary of State, Corporations Division.

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The mailing address is:

Secretary of State
Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327

The fee for filing the dissolution papers in Oregon is $100.

In Closing

Regardless of the reason, LLC dissolution must be done right to avoid legal issues and financial penalties. Therefore, it’s highly recommended that you employ the services of an attorney to ensure everything is done correctly and all bases are covered.

FAQs

How much does it cost to dissolve an LLC in Oregon?

The fee for filing articles of dissolution in Oregon is $100.

How long does it take to dissolve an Oregon LLC?

Articles of dissolution are generally processed within one week in Oregon.

Should I close an unused LLC in Oregon?

If you have no plans to operate your Oregon LLC in the future, you should dissolve the LLC. However, you’ll still be responsible for annual reporting and fee requirements if you don’t.

What happens if I don't dissolve my LLC in Oregon?

You will remain responsible for all your LLC’s filings and fees. If you don’t keep up with them, penalties may accrue.

What is the difference between the dissolution and termination of an LLC in Oregon?

In Oregon, dissolution begins with the triggering event, such as a vote of members per the operating agreement. Termination is when all LLC activities stop, including winding up affairs and filing dissolution paperwork with the state. The filing of those documents finally terminates the LLC.