How to Dissolve an LLC in Oregon: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Before filing dissolution paperwork, your LLC members must formally vote to dissolve the company. Check your operating agreement for specific voting requirements - some require unanimous consent while others allow majority vote. If you don't have an operating agreement, Oregon default rules require consent from members holding more than 50% of the LLC's interests. Document this decision in writing with the date and member signatures.

   Pro tip: Keep detailed records of the dissolution vote, including who voted and when. You'll need this documentation for your dissolution filing and potential future reference.
2. 2

   File Articles of Dissolution with the Oregon Secretary of State

   Submit your Articles of Dissolution to the Oregon Secretary of State along with the $50 filing fee. You can file online through the Oregon Secretary of State website at https://sos.oregon.gov or mail a paper form. Processing time varies depending on filing method and current workload. The form requires basic information about your LLC including name, date of dissolution authorization, and a statement that all debts and obligations have been paid or provided for.

   Pro tip: File online when possible for faster processing. Make sure your LLC is current on all state filings and fees before submitting dissolution paperwork.
3. 3

   Notify Creditors and Settle Debts

   Oregon law requires you to notify known creditors of your LLC's dissolution and settle all outstanding debts before completing dissolution. The creditor notice period varies by state statute - generally you must provide written notice and allow reasonable time for claims. Pay all known debts and set aside funds for disputed or contingent claims. This step is crucial as members can face personal liability if the LLC dissolves without properly handling its obligations.

   Pro tip: Send creditor notices via certified mail to create a paper trail. Consider consulting an attorney if you have complex debts or potential legal claims against your LLC.
4. 4

   Close Oregon State Tax Accounts

   Oregon requires tax clearance from the Department of Revenue before dissolution can be finalized. File your LLC's final Oregon tax returns and pay any outstanding taxes or fees. Contact the Oregon Department of Revenue to close your state tax accounts and obtain written confirmation that all tax obligations have been satisfied. This includes income taxes, employment taxes if you had employees, and any other state tax obligations.

   Pro tip: Start the tax clearance process early as it can take time to resolve any issues. Keep copies of all tax clearance documentation as proof of compliance.
5. 5

   Cancel Your EIN with the IRS

   Notify the IRS that your LLC is dissolving and close your Employer Identification Number (EIN). Write a letter to the IRS Cincinnati office including your LLC's legal name, EIN, business address, and the date of dissolution. State that you're closing your account and will no longer use the EIN. File your final federal tax returns (Form 1065 for multi-member LLCs or report on personal returns for single-member LLCs) and mark them as 'FINAL' returns.

   Pro tip: Keep a copy of your EIN cancellation letter and certified mail receipt. The IRS doesn't send confirmation of EIN cancellation, so your records are important proof.
6. 6

   Distribute Remaining Assets to Members

   After paying all debts and obligations, distribute your LLC's remaining assets to members according to their ownership percentages or as specified in your operating agreement. Oregon law requires debts and obligations to be paid first, followed by distributions to members. Document all asset distributions with written records showing what each member received and when. Convert any remaining business property to cash if necessary to ensure fair distribution.

   Pro tip: Get written receipts from members acknowledging their asset distributions. This protects everyone involved and provides clear documentation of the final settlement.
7. 7

   Confirm Dissolution is Complete

   Verify that your dissolution has been processed by checking with the Oregon Secretary of State. You should receive confirmation that your Articles of Dissolution have been filed and your LLC status shows as dissolved in state records. Keep copies of all dissolution documents, tax clearance letters, and final distributions for your records. Oregon requires businesses to retain certain records for several years after dissolution.

   Pro tip: Create a dissolution file with copies of all related documents. Store this in a safe place as you may need these records for tax purposes or if any issues arise later.

Winding-Up Checklist

• Cancel all Oregon business licenses and permits

  Contact each licensing agency to formally close your accounts and avoid ongoing fees. Some licenses may have specific closure requirements or final reporting obligations.

• Close business bank accounts

  Transfer remaining funds according to your dissolution plan and formally close all business checking, savings, and credit accounts. Obtain final statements for your records.

• Cancel business insurance policies

  Notify your insurance providers of the dissolution date and cancel all business policies. You may be entitled to refunds for prepaid premiums.

• Notify vendors, suppliers, and customers in writing

  Send formal written notice of your LLC's dissolution to prevent future orders or service requests. Provide information about how to handle any outstanding matters.

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

  Complete all final employment tax filings with Oregon and federal authorities. Issue final paychecks and W-2 forms to employees by required deadlines.

• Retain business records per Oregon retention requirements

  Keep tax returns, financial records, and corporate documents for the period required by Oregon law (typically 3-7 years). Store these records in a secure location for future reference.