How to Dissolve an LLC in Oregon: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Closing an Oregon LLC begins with a decision inside the company, not a form. Your operating agreement controls, so follow the approval standard it sets, whether that is a majority of membership interests, a supermajority, or unanimous written consent. If the agreement says nothing about dissolution, get unanimous written consent from every member. It costs nothing and forecloses any later dispute about who had authority to close the business. Record the decision in a signed resolution stating the date of approval and the effective date you intend the dissolution to carry. Oregon does not collect that resolution, but banks, landlords, insurers, and anyone buying your assets will often ask to see it before they act on your instructions.

   Pro tip: Because the Oregon filing has to travel by mail, fax, or in person, agree on an effective date that allows for transit. Members should sign knowing the paperwork is not going to be processed the same afternoon.
2. 2

   File Articles of Amendment/Dissolution - Limited Liability Company with the Oregon Secretary of State

   Oregon uses one combined form for both purposes, the Articles of Amendment/Dissolution - Limited Liability Company, filed with the Secretary of State, Corporation Division. The processing fee is $100 and it is non-refundable, so accuracy matters more than speed. Copies cost nothing: the current form (rev. 4/26) says free copies are available at sos.oregon.gov/business using the Business Name Search program, so do not pay anyone for a confirmation copy. Note the filing channel carefully, because this is where Oregon differs from most states: the form must be submitted by mail, fax, or in person. The Oregon Business Registry online system handles information changes such as registered agent, address, and member or manager updates, but it does not offer online filing of Articles of Amendment/Dissolution. The Corporation Division does not publish a standard turnaround for the filing, so treat processing time as varying. Forms and instructions for a domestic LLC are on the Corporation Division's forms page at https://sos.oregon.gov/business/register/Pages/domestic-limited-liability-companies-forms.aspx.

   Pro tip: Read the form instructions before you send the check. The $100 is non-refundable, which means a rejected filing costs you the fee and the calendar time, not just the calendar time.
3. 3

   Notify Creditors and Settle Debts

   Oregon gives a dissolved LLC an optional process for disposing of known claims rather than a mandatory one, and it runs on two clocks that are easy to confuse with each other. Under ORS 63.641 a dissolved LLC may dispose of known claims by written notice. ORS 63.641(2)(c) requires that notice to state the deadline, which may not be fewer than 120 days from the effective date of notice, by which the company must receive the claim. That 120 days is the minimum claims period you have to allow, and it is the figure that shapes the schedule. The second clock is shorter and comes later. Under ORS 63.641(3)(b), where a claim is submitted and then rejected, the claimant has 90 days from the effective date of the rejection notice to commence a proceeding or the claim is barred. Giving notice at all is optional and it does not delay your filing, but it is what starts the claims bar running. Under ORS 63.644, publishing a dissolution notice in a newspaper is an optional step that shortens the bar period for unknown claims. It is not a condition of dissolution. Oregon does not require newspaper publication to dissolve an LLC, so no advertising needs to be booked and no publication cost belongs in your budget.

   Pro tip: If you reject a submitted claim, date the rejection notice clearly and keep proof of delivery. The 90-day window to sue under ORS 63.641(3)(b) runs from the effective date of that notice, which makes the date the single most important thing on the page.
4. 4

   Close Oregon State Tax Accounts

   File final returns for every Oregon tax the LLC is registered for and close the accounts rather than simply stopping. For most small companies that means employer withholding if you had payroll and any transit or industry-specific registration that applies to you. Mark each return final and confirm the registration is closed, because an open account keeps generating filing obligations against a company that no longer exists. Then the point that most guides get wrong: Oregon does not require tax clearance from the Department of Revenue to file Articles of Dissolution. There is no clearance certificate to chase and no approval to wait for before the Corporation Division will take your filing. Paying what you owe is still mandatory, and tax liability outlives the dissolution, but clearance is not a gate on the $100 filing.

   Pro tip: Handle the state tax work while the business bank account is still open. A final assessment is easy to pay from a live account and awkward to settle once you have closed it.
5. 5

   Deactivate Your EIN with the IRS

   The IRS cannot cancel an EIN, but it can deactivate it once any outstanding returns are filed and taxes owed are paid. See the FAQ below for the letter and mailing addresses. File the final federal return first or at the same time. A multi-member LLC taxed as a partnership files Form 1065 with the final return box checked and issues final K-1s to members. An LLC taxed as a corporation files Form 1120 or 1120-S the same way. A single-member LLC with no corporate election reports the final year on the owner's own return.

   Pro tip: Mail the deactivation letter certified and keep the receipt with your dissolution file.
6. 6

   Distribute Remaining Assets to Members

   Creditors are paid before members. Settle or make provision for the LLC's debts and obligations, then distribute what remains under the operating agreement, which usually keys distributions to ownership percentages or capital account balances. When a member takes property instead of cash, value it before the transfer, because the distribution is measured at fair market value and both the member and the company need a number that holds up on a return. Document each distribution with a signed receipt showing the recipient, the date, what changed hands, and the value assigned. Where a warranty, a contingent claim, or an unexpired lease is still live, hold a reserve back instead of distributing the account down to nothing.

   Pro tip: Make a single distribution once debts are cleared rather than drawing money out along the way. Early distributions are the ones members are asked to return when a claim surfaces during winding up.
7. 7

   Confirm Dissolution is Complete

   Check the company's record through the Secretary of State's business registry after filing and confirm the dissolution is reflected. Because the Corporation Division does not publish a standard turnaround and the form travels by mail, fax, or in person rather than through an online portal, the registry record is your only real status signal. Copies are free, and the form points you to sos.oregon.gov/business and the Business Name Search program to get one, so save a document rather than a screenshot. Then build one closing file: the accepted Articles of Amendment/Dissolution, the members' resolution, any written creditor notices and rejection notices with proof of delivery, final federal and Oregon returns, the EIN deactivation letter with its certified mail receipt, and signed distribution receipts.

   Pro tip: Keep the postal or fax transmission record for the filing itself. With no online submission trail, that receipt is how you show when the Corporation Division received the document.

Winding-Up Checklist

• Cancel all Oregon business licenses and permits

  Work agency by agency: city and county permits, food service or alcohol licenses, contractor registrations, and any professional license held in the company name. Dissolving with the Corporation Division does not notify those agencies, and an unrenewed permit can still generate fees.

• Close business bank accounts

  Leave the account open until the last checks clear, final tax payments settle, and any card processor reserve is released, then close it in writing and keep the closing statement. Closing early strands refunds and chargebacks with nowhere to go.

• Cancel business insurance policies

  Cancel liability, property, auto, and workers compensation coverage effective on or after the day you stop operating, and ask each carrier about prorated refunds. For claims-made policies such as professional liability, price tail coverage before canceling, since claims can arrive long after closing.

• Notify vendors, suppliers, and customers in writing

  Send a short written notice with the closing date, a deadline for final invoices, and a contact who will still be reading mail afterward. That record is what stops an auto-renewing contract from rolling into another term unnoticed.

• File final payroll tax returns and W-2s (if you had employees)

  File final federal and Oregon payroll returns marked final, deposit the last withholding, and deliver W-2s by the normal January deadline for the year the wages were paid. Trust fund payroll taxes are the category where responsible individuals can be pursued personally, so clear them first.

• Retain business records per Oregon retention requirements

  Keep the filed Articles of Amendment/Dissolution, the resolution, final returns, creditor correspondence, and distribution receipts well past the closing date. The data verified for this page does not set an Oregon retention period for dissolved LLCs, so follow IRS record retention guidance and your accountant's advice.