Have you decided to stop transacting business with your Oregon limited liability company? The state of Oregon legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Oregon.
Guru Tip: If you'd like help dissolving an LLC, the same services that form an LLC can also take care of the dissolution logistics and paperwork with the state.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Oregon is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Oregon.
How to Dissolve a Domestic Oregon LLC
LLCs that were formed in Oregon must file the Articles of Dissolution with the Secretary of State’s office in order to dissolve. The Articles of Dissolution (included with the Articles of Amendment) require the following information:
- LLC name
- Date of dissolution
- Signature(s) of authorized representative(s)
- Contact information
The Articles of Dissolution come with a $100 filing fee. Checks should be payable to the “Corporation Division.” Once the form has been completed, you can mail or deliver the Articles of Dissolution and filing fee check to the following address:
Secretary of State
Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327
Normal processing by mail takes about one week, while documents delivered in person can be processed in about a day.
How to Dissolve a Foreign LLC in Oregon
Do you need to dissolve a limited liability company based outside of Oregon, but qualified to transact business within this state?
In order to dissolve a foreign LLC in Oregon, you must file the Amendment/Withdrawal – Foreign Limited Liability Company form with the Secretary of State’s office. This form has two different sections (you can ignore the “Amendment to Application” section), and requires the following information for dissolution applicants:
- LLC name
- State or country of organization
- Affirmation of surrender of authority
- Affirmation of revocation of registered agent’s authority
- Affirmation that the LLC will notify the Corporation Division of any change in mailing address
- Signature(s) of authorized representative(s)
- Contact information
The dissolution paperwork also requires payment of a $275 filing fee. Checks should be payable to the “Corporation Division.” Once you have provided the necessary information, you can either mail or hand deliver the form and payment to this address:
Secretary of State
Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327
Normal processing by mail takes about one week, while documents delivered in person can be processed in about a day.
What Else Do I Need to Know About LLC Dissolutions in Oregon?
When you choose to dissolve an LLC in Oregon, you immediately lose any claim to your business name. This means that another business can start using your name as soon as your LLC is dissolved.
In some instances, the state of Oregon will administratively dissolve an LLC for failing to file an annual report in a timely manner. When this happens, the state will revoke your Certificate of Authority to do business in Oregon. If this occurs, you will need to go to the Business Registry Web Renewal platform to see if your business is eligible for reinstatement.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
While it is significantly more expensive to dissolve a foreign LLC, the paperwork and process are relatively similar both foreign and domestic businesses in Oregon.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for an Oregon LLC!