How to Dissolve an LLC in Oregon

If you no longer wish to conduct business with your LLC, it is important to officially dissolve it. Failure to do so in a timely fashion can result in tax liabilities and penalties, or even legal trouble.

To dissolve an LLC in Oregon, simply follow these three steps:

  1. Follow the Operating Agreement
  2. Close Your Business Tax Accounts
  3. File Articles of Dissolution

Step 1: Follow Your Oregon LLC Operating Agreement

For most LLCs, the steps for dissolution will be outlined in the operating agreement. Some common dissolution steps include:

  • Holding a vote with LLC members to dissolve the LLC
  • Recording the dissolution vote in the LLC’s meeting minutes
  • Determining the formal date of dissolution
  • Distribution of LLC assets
  • Notifying creditors and settling any business debts

If your LLC does not have any set dissolution procedures in its operating agreement, you should consult the state for further instruction.

Step 2: Close Your Business Tax Accounts

Every active Oregon LLC has various tax accounts that are maintained by different departments within the Oregon State government. Before you can dissolve your LLC, you must first pay off all taxes and/or fines owed to these accounts.

Here are some of the common taxes your LLC may owe:

  • If you have or have had employees in Oregon:
    • Unemployment Insurance Tax
    • Employee Withholding Tax

Closing your tax accounts usually involves simply filing a final return to the appropriate agency. However, some accounts require submitting other official paperwork. If you need assistance in closing your tax accounts, it may be helpful to hire a Certified Public Accountant.

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NOTE: None of your LLC's tax accounts can be closed if they have a remaining balance. All taxes, penalties, fees, and interest must be paid in full before you can dissolve your LLC.

Step 3: File Articles of Dissolution

Articles of Dissolution are the forms that you file to voluntarily dissolve your LLC. Once this document has been filed and processed, your LLC will no longer legally exist.

Oregon requires business owners to submit their Articles of Dissolution by mail.

File the Oregon LLC Articles of Dissolution

Download Form

Fee: $100

Mail to:
Secretary of State
Corporation Division
255 Capitol St. NE,
Suite 151 Salem
OR 97310

You can also have a professional service provider file your Articles of Dissolution for you. Incfile prepares the Articles of Dissolution for you, and files them to the state for $149 + State Fees.

Other Oregon LLC Resources