Charting a New Course: How to Dissolve an LLC in Oregon

If your business has run its course in the Beaver State, it may be time to dissolve your Oregon LLC. Dissolving an LLC is essential for wrapping up business operations and terminating the business. These steps will protect the LLC and its owners from fines or penalties. In Oregon, you can dissolve an LLC with a simple filing. Read on to understand how to dissolve an LLC in Oregon.

Understanding LLC Dissolution in Oregon

Dissolving an Oregon LLC can make sense for a variety of reasons. If you created an LLC and don’t need it anymore, dissolving it can ensure legal compliance and avoid fees or penalties. Business owners usually choose to dissolve an LLC when the company is no longer economically viable, if they’re moving on to other business ventures, or if the business purpose is completed.

Dissolving an Oregon LLC is a key step in officially winding up a company’s affairs and dissolving its standing as a legal business entity. In Oregon, you must file the Articles of Dissolution with the Oregon Secretary of State. You can make the filing online, in person, or through the mail. 

Why Dissolve an LLC in Oregon?

Business owners choose to dissolve an LLC for a variety of reasons. If you no longer want or need the LLC, it’s usually best to dissolve it. For example, you could dissolve an LLC if you want to pursue another business venture through a different business entity. Likewise, if you have multiple LLCs for multiple purposes, dissolving the ones you don’t use can simplify management and reduce costs.

Reasons to dissolve an LLC include:

  • The LLC is no longer needed
  • Loss of business viability 
  • The business is closed 
  • Bankruptcy
  • The business is no longer allowed to operate in the US 

Note that if you’re a visa holder who created an LLC, you don’t need to dissolve an Oregon LLC that is still in use or has a business purpose, even if you’re no longer in the US. 

How to Dissolve an LLC in Oregon in 7 Steps

Dissolving an LLC in Oregon involves winding up the business, paying off debts, and finally distributing the assets. Here are the steps to take to dissolve an Oregon LLC legally. 

1. Review Your LLC’s Operating Agreement

Understanding the specific dissolution procedures outlined in your LLC’s operating agreement is essential. For that reason, start by reviewing the dissolution procedures and requirements, including any requirement for unanimous agreement by all LLC members. 

2. Vote to Dissolve an LLC

Next, meet with all LLC members to discuss and approve the dissolution decision. Follow the procedures outlined in the operating agreement, including whether the meeting can be held online or in person and whether you need a unanimous agreement. 

3. File Articles of Dissolution

Prepare and file the necessary legal paperwork, known as the Articles of Dissolution, with the appropriate state agency responsible for LLC registration. In Oregon, you will file the Articles of Dissolution with the Oregon Secretary of State. You can file online or by mail and pay the $100 filing fee. 

You can mail the form to:

Secretary of State – Corporation Division 

255 Capitol St. NE, Suite 151 

Salem, OR 97310-1327

If needed, you can contact the Corporation Division by phone at: (503) 986-2200. 

4. Notify Tax Agencies and Pay Remaining Taxes

When dissolving an Oregon LLC, it’s essential to ensure you file all necessary tax returns, including state and federal income tax and employment tax returns, with the appropriate tax authorities. Consult a tax professional or CPA to accurately complete these filings.

5. Inform Creditors and Settle Existing Debt

When closing an Oregon LLC, the company will need to settle all debts and distribute assets. Start by making a plan to pay off all credit card debt or loans. Then, be sure to notify creditors and close any lines of credit to protect the business credit while dissolving an LLC.

6. Wind Up Other Business Affairs

As part of winding up the Oregon LLC, you’ll need to sell or distribute any assets, such as machinery, inventory, and other assets. You will also want to inform suppliers, customers, and other key stakeholders. If the LLC has employees, you must inform them and make relevant plans for a severance package, letters of recommendation, or new job opportunities. 

Finally, you will need to close business bank accounts, cancel business licenses or business registration, and close any lines of credit. If you used an Oregon registered agent service, you must inform the registered agent and cancel the service. 

Steps to take to wind up an Oregon LLC include:

  • Notify suppliers and customers
  • Cancel business licenses and permits
  • Handle employee matters
  • Close company bank accounts
  • Close lines of credit and inform credit bureaus

7. Distribute Remaining Assets

The final step in dissolution, once all other filings are complete and all debts and taxes have been paid, is to distribute company assets. Distribute the remaining assets and profits among the LLC members according to the agreed-upon terms outlined in the operating agreement and percentage of ownership

How Much Does It Cost to Dissolve an LLC in Oregon?

It costs $100 to dissolve an LLC in Oregon. You can pay with a debit or credit card, or check. 

Should I Dissolve My LLC Myself or Hire an LLC Dissolution Service in Oregon?

You can dissolve an Oregon LLC yourself, but whether that’s the best option will depend on your other obligations. It can be more advantageous to tap professional assistance to help dissolve the LLC and ensure compliance. You could hire professionals to handle the dissolution for you, freeing up your time to focus on new opportunities. 

Using doola’s Dissolution Service For Dissolving an Oregon LLC

Working to close an Oregon business and legally dissolve an LLC is a big task. From informing key stakeholders and dealing with employees to paying off debt and taxes, and filing the dissolution paperwork, it takes time and attention to detail. You can get support from doola LLC dissolution services. 

With doola’s dissolution service, you create an account and upload basic company information. Then, doola will prepare the Articles of Dissolution and get back to you if any additional information is needed. When Oregon confirms the dissolution, doola will inform you immediately. Get doola LLC dissolution to save time!


How long does it take to dissolve an LLC in Oregon?

The average processing time for the Articles of Dissolution for an Oregon LLC is about one week. You could also bring the dissolution documents in person for one-day processing. 

Can I dissolve my LLC without notifying my members in Oregon?

You cannot dissolve an Oregon LLC without informing the members. However, the procedure for LLC dissolution varies and is outlined in the operating agreement. 

Can I dissolve my LLC if I have pending lawsuits in Oregon?

You will need to settle or resolve lawsuits before dissolving an Oregon LLC. Plan to pay all debts and liabilities and settle pending lawsuits before dissolving an Oregon LLC. 

Can I cancel my EIN once my LLC is dissolved in Oregon?

You can’t cancel an EIN even if you close the business, but you must inform the IRS to close the business account. To do this, send a letter to the IRS with the legal business name, the business address, the EIN, a copy of the EIN Assignment Notice issued with your EIN, and the reason for closing your account. Learn about canceling your EIN here

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

You can face fines, penalties, or additional fees if you don’t properly dissolve an Oregon LLC. It’s worth the minimal time and cost to close the LLC correctly and protect yourself and the business. 

Can I reopen a dissolved LLC in Oregon?

According to the Oregon Secretary of State, you can reinstate a business entity that has been administratively dissolved for less than 5 years. You can do this online or with a paper form. You must provide correct business information, and pay the reinstatement fee and missed annual fees. 

doola's website is for general information purposes only and doesn't provide official law or tax advice. For tax or legal advice we are happy to connect you to a professional in our network! Please see our terms and privacy policy. Thank you and please don't hesitate to reach out with any questions.

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