How to Dissolve an LLC in Oregon | LLC Closing Guide


Steve Goldstein
Steve Goldstein
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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

Dissolving a Limited Liability Company (LLC) in Oregon is often considered as a significant decision for business owners. Whether it’s due to a change in plans, a strategic shift, or unfortunate circumstances, understanding the costs associated with dissolving an LLC is crucial. These costs encompass more than just financial burdens; they also involve a toiling process that can be draining both emotionally and time-wise.

First and foremost, one must recognize that the costs of dissolving an LLC vary and depend on the specific case and circumstances. Legal fees are an inevitable expense during the dissolution process, and they can make a noticeable dent in one’s budget. However, without the guidance of an attorney specializing in business law, the process could become more complicated and mistakes might be made, which could result in additional costs in the long run.

LLC owners in Oregon must file the Articles of Dissolution with the Oregon Secretary of State to initiate the dissolution process. While the filing fee may not break the bank, depending on the level of complexity involved, there may be additional fees associated with the process, such as service and amendment fees. A thorough investigation of the Oregon Secretary of State’s website or a qualified attorney can provide a clearer picture of these potential costs.

Another important factor to consider when calculating the cost of dissolving an LLC is taxes. Like with any financial transaction, taxes can add an additional burden to the process. It is essential to consult with a tax professional to understand the potential tax implications of dissolving an LLC in Oregon and find ways to minimize the financial impact. Staying on top of tax obligations and ensuring all liabilities are taken care of will prevent any unforeseen expenses or penalties down the line.

Moreover, the dissolution process may also entail addressing outstanding obligations, debts, and liabilities. Closing the financial and contractual arrangements with creditors, lenders, and vendors is crucial for a clean and well-documented dissolution. Failure to do so could lead to legal complications, thereby increasing the cost of dissolution.

Apart from financial costs and legal obligations, dissolving an LLC often takes a toll on business owners, emotionally and time-wise. It marks the end of a chapter and entails facing new challenges and uncertainties. It’s essential to consider the time and effort required to wrap up operations, transfer any assets appropriately, and settle affairs. All these factors collectively contribute to the overall cost of the process and underline the importance of carefully planning and considering one’s options before initiating dissolution.

It is important to remember that the costs associated with dissolving an LLC differ for each situation. Generic estimates cannot accurately capture the precise financial burdens one may face. Factors such as the complexity of the dissolution process, third-party involvements, and outstanding obligations all contribute to changing the costs. Seeking professional guidance from an attorney experienced in business law is crucial to understand the specific costs involved in dissolving an LLC in Oregon.

In conclusion, when considering the cost to dissolve an LLC in Oregon, several factors come into play. These must be carefully considered before starting the process to ensure you are fully aware of the legal fees, taxes, and administrative expenses you may incur. Dissolving an LLC is not just a financial journey; it is also an emotional and time-consuming process that requires considerable planning and consideration. Seek professional help to navigate the complexities of dissolution properly and avoid any unnecessary financial burdens.

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.

What is the Cost to Dissolve an LLC in Oregon

The first step in dissolving an LLC in Oregon is to file Articles of Dissolution with the Oregon Secretary of State. This filing typically requires a fee, which can vary depending on the type of LLC and the circumstances surrounding the dissolution. Additionally, there may be other administrative fees associated with the filing process, further adding to the overall cost.

In addition to filing fees, LLCs in Oregon may also be subject to various taxes and other liabilities during the dissolution process. This can include paying any outstanding debts, taxes, or legal fees associated with the business. Failure to properly address these obligations can result in legal consequences and additional costs down the line.

Furthermore, depending on the terms of the LLC operating agreement, there may be additional costs involved in settling any disputes or distributing assets among members. This can be a time-consuming process that may require legal assistance, further increasing the overall cost of dissolving the LLC.

Moreover, the process of dissolving an LLC in Oregon can be lengthy and complex, requiring careful attention to detail and compliance with state regulations. Failure to follow the proper procedures can result in delays, additional expenses, and potential legal consequences. Hiring a lawyer or professional adviser to guide you through the process can also add to the overall cost of dissolving an LLC in Oregon.

It is important to weigh the financial impact of dissolving an LLC in Oregon against the benefits of closing the business. While the cost may seem daunting at first, properly handling the dissolution process can help minimize future risks and liabilities. It is crucial to plan ahead, gather all necessary documentation, and seek professional advice to ensure a smooth and efficient dissolution process.

In conclusion, understanding the cost implications of dissolving an LLC in Oregon is essential for making informed decisions about closing your business. From filing fees to outstanding debts and legal obligations, there are numerous factors to consider when calculating the overall cost of dissolution. By taking the time to assess these costs and plan accordingly, you can ensure a successful and financially sound closure of your LLC in Oregon.

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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