How to Dissolve an LLC in Oregon (2026)
Closing an Oregon LLC means filing the Articles of Amendment/Dissolution form with the Secretary of State's Corporation Division. The fee is $100.
Oregon doesn't require a tax-clearance certificate before you dissolve. You report your final taxes straight to the Department of Revenue instead.
This guide covers voluntary dissolution for a domestic Oregon LLC, the kind you formed yourself. A foreign LLC registered here follows a separate withdrawal process instead.
Quick Summary
- Check your operating agreement's vote rule first. If it's silent, Oregon requires unanimous consent from every member instead of a simple majority.
- Notify creditors in writing as soon as you decide to dissolve. Their claim clock doesn't start until they get that notice.
- Save a copy of your filed dissolution for the bank. You'll need it to close accounts and cancel licenses.
Oregon LLC Dissolution Quick Reference
Here's every Oregon-specific number and address you need before you start the paperwork. Double-check it against your form. A wrong address or missing fee is the easiest way to get bounced back.
| Detail | Information |
|---|---|
| Form name | Articles of Amendment/Dissolution - Limited Liability Company |
| Filing fee | $100 |
| Expedited options | None published for this filing |
| Standard processing | 6-8 weeks by mail or fax, same day in person before 4 p.m. |
| Online portal | Not available for this filing |
| Mail address | Secretary of State, Corporation Division, 255 Capitol St. NE, Suite 151, Salem, OR 97310-1327 |
| In-person address | 255 Capitol St. NE, Suite 151, Salem, OR 97310-1327 |
| Notarization required | No |
| Tax clearance required (agency) | No, report closure to the Oregon Department of Revenue instead |
| Online filing mandatory for | Not applicable |
| Short-form eligibility | Not applicable, one combined form covers every domestic LLC |
How to Dissolve an LLC in Oregon: 6 Steps
These six steps take your Oregon LLC from a member vote to a closed file with the Oregon Secretary of State's Corporation Division. Work through them in order, since each one sets up the next.
If you're closing a business registered in a different state instead, the hub guide covers the general version you can use to dissolve an LLC there.
Step 1: Vote to dissolve
Your Oregon LLC's operating agreement sets the vote needed to dissolve, if it covers the topic. When it's silent, state law requires every member's consent. That's a higher bar than a simple majority [1].
Record the vote and its date in your LLC's minutes, since you may need proof of it later for a bank or the state.
Step 2: Notify creditors
Once members vote to dissolve, put your creditors on notice in writing. Oregon law lets you cut off known claims this way.
Give each creditor at least 120 days to submit a claim, and say where to send it [2]. A claim you don't receive by that deadline is barred.
If you reject a claim instead, the creditor has 90 days from your rejection notice to sue on it. Miss that window and the claim is barred too.
For creditors you don't know about, publish a one-time notice in a newspaper near your LLC's main office after filing your Articles of Dissolution. That starts a five-year clock, and unknown claims are barred once it runs out [3].
Step 3: File final tax returns and close your tax accounts
File your Oregon LLC's final tax return. Mark it as final with the Department of Revenue. Then move straight to your dissolution paperwork.
If you had payroll or a BIN, file the Department of Revenue's Business Change in Status Form too. Close your Business Identification Number so fees stop accruing.
Step 4: File the Articles of Amendment/Dissolution with the Secretary of State
Complete the Articles of Amendment/Dissolution - Limited Liability Company form. Fill in only the dissolution section: your LLC's name and the date dissolution occurred, plus a signature under penalty of perjury confirming the filing is accurate. You don't need to notarize it.
Send it with the $100 filing fee to the Secretary of State's Corporation Division at 255 Capitol St. NE, Suite 151, Salem.
Mail it, fax it or drop it off in person. Oregon offers no rush option for this filing at all.
Oregon uses this one combined form for every domestic LLC. There's no shorter version and no online filing option for it.
Mailed or faxed filings take about 6 to 8 weeks to process. Walk it in before 4 p.m. on a business day instead and you'll usually leave with it done.
Step 5: Distribute remaining assets
Once creditors have had their window to respond, pay off remaining debts first. Oregon law puts creditors, including any members who are also creditors, ahead of everyone else in line [4].
After creditors are paid, members and former members collect any distributions the LLC already owed them. Whatever is left goes back to members for their unreturned contributions first, then splits in the same proportions members share profits.
Step 6: Close accounts and cancel licenses and permits
Your bank will ask for a copy of your filed dissolution before it closes your business accounts, so keep one on hand. Close every account tied to the LLC, including credit lines and merchant services, once the bank has what it needs.
Cancel local business licenses and permits tied to the LLC so they stop renewing or billing you. If you used a registered agent in Oregon, cancel that service too once your dissolution is final.
FAQs
How Much Does It Cost to Dissolve an LLC in Oregon?
It costs $100 to dissolve an LLC in Oregon. Budget separately for any final taxes, licenses or fees you still owe.
How Long Does It Take to Dissolve an LLC in Oregon?
It takes 6 to 8 weeks to dissolve an LLC in Oregon if you mail or fax your paperwork. Filing in person before 4 p.m. is usually finished the same day.
Is Tax Clearance Required Before an Oregon LLC Dissolves?
No, tax clearance isn't required before an Oregon LLC dissolves. Report the closure to the Department of Revenue when you file your final return instead of waiting on a certificate.
Can a Foreign LLC Use This Process to Leave Oregon?
No, a foreign LLC can't use this process to leave Oregon. It follows a separate withdrawal process instead of filing the Articles of Amendment/Dissolution.
References:
- https://oregon.public.law/statutes/ors_63.621
- https://oregon.public.law/statutes/ors_63.641
- https://oregon.public.law/statutes/ors_63.644
- https://oregon.public.law/statutes/ors_63.625
