How to Dissolve an LLC in Oregon | LLC Closing Guide


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To dissolve a limited liability company one has to take up a set of required steps. In Oregon, if you and the members of the LLC want to discontinue business, then it is necessary to dissolve their business legally to avoid any administrative and legal consequences. To dissolve an LLC in Oregon, you are required to submit a complete Article of Dissolution to the Secretary of State. Before submitting the Article of Dissolution, one must follow the operating agreement.

Oregon llc dissolution

If you have an Oregon LLC (domestic or foreign) you must have an operating agreement. The first step towards the dissolution of Oregon LLC is to follow the operating agreement. There are some points to be noted before proceeding with the official paperwork. At first, make sure all the members of the LLC are agreed to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started. Here are the steps to address for dissolving Oregon LLC.

How to Dissolve an LLC in Oregon

Dissolution of Oregon LLC requires three broad procedural steps. Having an Oregon LLC Operating agreement, close all the tax accounts, and finally submit the Articles of Dissolution form to the Oregon Secretary of State.

Step 1: Follow Your Oregon LLC Operating Agreement

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

  • All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
  • After that, a formal date for dissolving the LLC will be decided.
  • The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
  • Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. The Oregon registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services we strongly recommend for you.

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Step 2: Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax account, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them. 

You must contact all government entities and clear the amount of outstanding taxes due until the date you have decided for dissolution. All the taxes must be paid in advance so that you don’t face any issues in the further process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

  • Unemployment insurance tax
  • Employee withholding tax if your LLC has employees.
  • If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required.

That is why the LLC owner should go through the sales tax guide and hire an accounting service. If you want to do the accounting yourself or make accounting easy, try FreshBooks.

Tax clearance

While dissolving the Oregon LLC, the owner does not require to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form. 

The IRS form for the LLC that are classified as partnerships is form 1065, and those LLC’s who have registered themselves as corporate should check IRS form 1120.

Step 3: File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like an Oregon Articles of Organization, one has to file Oregon LLC Articles of Dissolution. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

  • First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as file by mail, in-person drop, or/and online filing. To get the application form you need to visit the Secretary of State Website of Oregon state.
  • You can follow the filing instruction on the official portal so that the steps for dissolution will be easier to complete.
  • In that particular SOS website, the LLC owner has to look for the Domestic LLC Articles of Dissolution page.
  • If you want to dissolve Oregon Foreign LLC then look for the Foreign LLC Dissolution process.
  • There is a form available on this page, which is the article of dissolution you are looking for. You have to download that pdf form and start filling it.
  • You must fill in all the important and legal information in the form, so you should be extra careful.
  • After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
  • After filling in every detail, one should submit the form through an official mail address and make a payment.
  • It takes 3-5 business days after filing of articles of dissolution if you are filing it by mail or in-person.

Mail to

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

Filing Fee: $100


The LLC you owned is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call that he accepts your expedited dissolutions or not.


Points to Be Noted When Dissolving Oregon LLC

Apart from these three steps, no major dissolution rules are there in Oregon. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

There are some purposes of LLC that require some attention even after dissolution, known as winding up. The task of winding up includes.

  • For a certain period, the property of a business requires preservation.
  • If there is any civil case against the LLC, then the owner needs to finish them.
  • Settle all the existing disputes of LLC.
  • Transfer all the property of LLC to the names of partners.
  • Release all the liabilities that the LLC owes to others.
  • Rightful distribution of all the assets among members, according to their percentage of partnerships.

Cost of Dissolving LLC

LLC cost in Oregon includes the formation as well as dissolution fees. To dissolve an LLC in Oregon, LLCs have to file an Article of Dissolution. The filing fee is $100. The details are mentioned on the second page of the article dissolution filing form. Following are the ways to pay for the dissolution,

  • You can select a payment pick-up option.
  • There is an option of direct account transfer through your prepaid accounts.
  • LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction state will make.

After Dissolving Your LLC

After you formally dissolve your LLC, your business name will not be reserved anymore. Any other business entity will be eligible to use your Oregon LLC name immediately after 120 days of dissolving your LLC. On the other hand, if you have a foreign LLC in other states, then you must comply with the SOS of the state after the dissolution of your LLC in Oregon. A registered agent can help you do the needful.

Reasons Behind Dissolving Oregon LLC

Some people want their business to thrive, but then they decide dissolution. The issue of dissolution can arise due to a lot of things. But when a person has decided to dissolve an LLC in Oregon, he needs to take it seriously. With the help of serious actions, the person will know what he is doing and legally. It is necessary to legalize the dissolution. Want to know why? Check here,

  • If the owners do not provide the reason for dissolution, they will have to pay the taxes. 
  • There are many business duties towards the government, so the company will have to check it. 
  • The assets of the company can lose their value if they are not sold under dissolution. 
  • The government can go for the involuntary dissolution of the company. 

Top Businesses in Oregon!

The economy of Oregon allows the people to get the best that they want without any issues. It is all because there is a mix of industries that ensure better jobs for the population too. But if someone wants to start an LLC in Oregon, they can do it just with the right information. The information is vital, and with that, it will be an easy road for the business. Check the facts about top industries below!

  1. Finance industry: The industry of finance and insurance is all fueled up with the help of different sectors too. It has the primary income from the development of the vacation resorts and also the retirement villages. This way, the industry is getting the money, and it is contributing to the economy too. The amount of $43.92 billion is directly related to the development of the state.
  2. Manufacturing: The main manufactured product of the state of Oregon is electronic equipment. There are other products, too; they are related to the wood products industry and some to the food processing industry. There is a significant contribution of $33.06 billion to the economy, too, with this industry. 
  3. Professional services: There are different groups of private service provider companies too. It can be healthcare, hospitals, schools, some law firms, and others. With the help of these different companies, the state can get benefit from it. This sector in GDP contributed $29.3 billion.

Oregon LLC Dissolution Review

Time needed: 5 minutes.

Here’s a recap of the steps you must follow when dissolving your Oregon LLC. Click on the steps in this list if you want to read the full detail.

  1. Follow Your Oregon LLC Operating Agreement

    Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.

  2. Close All Tax Accounts

    Make sure you close all your tax accounts to avoid incurring further costs.

  3. File Articles of Dissolution

    File the article of dissolution to make it known to the state where your LLC operates is that you are indeed no longer in business.

What is the Cost to Dissolve an LLC in Oregon

To dissolve an LLC in Oregon you need to file the Articles of Dissolution with the Oregon Secretary of State through mail by paying a filing fee of $100.

Dissolving an LLC in Oregon requires filing articles of amendment/dissolution with the Oregon Secretary of State. You can file this document by mail, fax, or in person. You do not need an original signature to file articles of amendment/dissolution, but you must submit the document in person. You must pay a filing fee of $100 for the Oregon Secretary of State to complete the dissolution.

Before dissolving your LLC, it is important to pay your state taxes. In most cases, it is best to pay them in advance, so that there are no complications during the dissolution process. You can hire a lawyer or accountant to assist you with this process, if necessary. If you are unable to do this, be sure to pay the taxes in advance. Otherwise, you may have to pay them after you dissolve the LLC.

If you do not want to pay a fee, you can choose an attorney by researching their experience and reputation in Oregon. An online database of Oregon attorneys will help you choose the best one for your LLC. You can also find the best business lawyers in Oregon through Avvo. Look for those who have great ratings and five-star client ratings. If you find one of these attorneys, you can rest easy.

When dissolving an LLC, you should follow the operating agreement. You should also make sure that you have the consent of all members. The dissolution process is a legal process and will require some paperwork. Regardless of the reason for dissolution, there are several steps involved in the process. You must follow the operating agreement to avoid administrative consequences. You should also ensure that you file the Article of Dissolution and follow the procedure as laid out in your operating agreement.

Once you’ve filed the papers, you should select a business name for your new LLC. Before registering, you should find out whether the name is available in the state. The Oregon Secretary of State can revoke an LLC if there is no Registered Agent. A Registered Agent must have an Oregon address. This address cannot be a PO Box or Private Mailbox Rental. It should also be available nine to five on weekdays, Monday through Friday.

Before filing, you should check local permit and license requirements. If your business is located in Oregon, IncFile can assist you in determining these requirements. A limited liability company is by default a pass-through entity, which means that your profits “pass through” to your personal tax return. Schedule C is part of your personal US 1040 tax return. Whether you choose to file a federal, state, or local business license, you should consider the cost of dissolving an LLC.

F.A.Qs

Is there any filing fee the LLC owner has to pay for dissolving their LLC?

Yes, in Oregon, there is a fee of $100 to be paid for filing the Articles of Dissolution. Articles of Dissolution must be submitted to the Oregon SOS.

Is the revenue department clearance required for dissolution?

No, there is no requirement of revenue department clearance till the time the SOS of Oregon accepts the dissolution form.

Can someone else take the name I use for my LLC?

The name will also get deregistered with the dissolution of the LLC. But the name will not be allotted for the next 120 days. After that, if some business wants to name their LLC after the name chosen by you, then it is their choice.

Are there any financial penalties if I don’t dissolve my LLC legally and miss the reports?

If you have not dissolved your LLC, you are liable for business privilege tax, and if it is not paid on time, you are leveraged with 10% of the amount of tax or $50. After that, the additional penalties will increase by $1 per month. If it goes unpaid for a longer duration, then the chances of seizing your property can also recover the tax.

Are there any fees for the probate judge who is taking the dissolution decisions?

Yes, if you are dissolving your LLC, you have to pay some amount to the probate judge who was also present during your LLC formation in the probate office. The minimum fee of the judge is $50, which can vary.

In Conclusion

Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. Get a professional service to get everything done. We hope this article helps you to close your LLC in Oregon. If you have any query do let us know in the comment box. 

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