Dissolving a profit corporation in Oregon requires more than simply ending business operations. Corporations must follow state-mandated approval procedures, complete the correct dissolution filings, and formally notify the Oregon Secretary of State to remain compliant with corporate law.
What Are Oregon Profit Corporation Articles of Dissolution
Oregon Profit Corporation Articles of Dissolution are the official documents filed with the Oregon Secretary of State to formally dissolve a for-profit corporation.
This filing notifies the state that the corporation has approved dissolution and is beginning the legal process of winding up its affairs. Once accepted, the Articles of Dissolution change the corporation’s status from active to dissolved, although certain legal and tax responsibilities may continue during the winding-up period.
Legal Authority Governing Profit Corporation Dissolution in Oregon
The dissolution of an Oregon profit corporation is governed by Oregon Revised Statutes (ORS) Chapter 60, which establishes the legal framework for corporate governance, shareholder rights, and dissolution procedures.
These statutes specify how dissolution must be authorized, what information must be disclosed in the filing, and the ongoing obligations of a corporation after dissolution. Compliance with ORS Chapter 60 is required for the Articles of Dissolution to be legally valid.
What Are Oregon Profit Corporation Articles of Dissolution
Requirements Before Filing Oregon Profit Corporation Dissolution
- Valid corporate authorization must be completed
Before filing the Oregon Profit Corporation Articles of Dissolution, the corporation must properly authorize dissolution in accordance with Oregon Revised Statutes Chapter 60. This typically requires approval by the board of directors and, when applicable, approval by shareholders through the required voting threshold stated in the Articles of Incorporation or corporate bylaws.
- Shareholder voting requirements must be satisfied
If the profit corporation has issued shares, shareholders entitled to vote must approve the dissolution. The corporation must accurately document the total number of outstanding shares, the number of votes cast in favor of dissolution, and the date the resolution was adopted, as this information is required for a compliant filing.
- Internal corporate records must be reviewed
The corporation should review its Articles of Incorporation, bylaws, and corporate minutes to confirm that all internal dissolution procedures have been followed. Inconsistencies between internal records and the dissolution filing can delay acceptance by the Oregon Secretary of State.
- Outstanding obligations should be identified
Although not required to be fully resolved before filing, corporations should identify known debts, contractual obligations, and pending liabilities prior to dissolution. This preparation supports proper winding-up activities and reduces post-filing disputes or claims.
Shareholder Approval Requirements for Corporate Dissolution
If an Oregon profit corporation has issued shares, dissolution generally requires approval by shareholders entitled to vote. The approval must meet the voting threshold established in the Articles of Incorporation or corporate bylaws, or by statute if governing documents are silent.
The corporation must accurately record the number of outstanding shares, the number of votes cast for dissolution, and confirm that proper notice and voting procedures were followed before filing the Articles of Dissolution.
Board of Directors Authorization for Dissolution
The board of directors plays a central role in initiating corporate dissolution. In most cases, the board must adopt a resolution approving dissolution and, when required, submit the proposal to shareholders for approval.
If the corporation has not issued shares, dissolution may be authorized solely by the board of directors. The board’s authorization must be properly documented and reflected in the dissolution filing submitted to the Oregon Secretary of State.
Information Required on Oregon Profit Corporation Articles of Dissolution Form
1. Corporation Name
The corporation must list its legal name exactly as it appears in the records of the Oregon Secretary of State. This includes correct spelling, punctuation, and corporate identifiers such as Inc., Corporation, or Corp.
Any discrepancy between the dissolution filing and state records may result in rejection or processing delays because the state cannot match the filing to the correct entity.
2. Date of Adoption of Dissolution
This field requires the specific date on which the corporation formally approved the decision to dissolve. The date must reflect when the dissolution was authorized by shareholders, directors, or both, depending on the corporation’s structure and stage of operations.
Providing an accurate adoption date confirms that the dissolution followed proper corporate procedures under Oregon law.
3. Shareholder Voting Information
If the corporation has issued shares, the Oregon Articles of Dissolution must clearly disclose shareholder voting information as required by the Oregon Secretary of State.
The filing must specify each class or series of shares entitled to vote, the number of votes entitled to be cast, and the number of votes actually cast FOR and AGAINST the dissolution.
This detailed breakdown allows the state to verify that the dissolution was approved in accordance with the applicable voting thresholds under Oregon law.
Alternatively, if all shareholders entitled to vote consented in writing, the corporation may indicate unanimous written consent instead of listing vote totals.
Including accurate class, series, and vote data ensures compliance with Oregon Revised Statutes and prevents rejection or delay of the dissolution filing
Shareholder Approval Requirements for Corporate Dissolution
4. Director Authorization Details
Director authorization details are required when the board of directors participates in approving the dissolution. This section confirms that the board acted within its authority and followed the corporation’s bylaws and governing law.
Accurate disclosure of director approval helps demonstrate that dissolution was properly authorized at the management level before filing with the state.
5. Contact Name and Phone Number
The form must include the name and daytime phone number of a contact person associated with the filing. This information allows the Oregon Secretary of State to reach the filer if clarification or corrections are needed during processing. Providing reliable contact details helps prevent delays and ensures the dissolution can be completed without unnecessary follow-up.
Signature and Execution Requirements
The Articles of Dissolution must be signed by an authorized corporate officer, director, or other individual with legal authority to execute filings on behalf of the corporation.
The signature certifies that the information provided is accurate and that the dissolution was approved in compliance with Oregon Revised Statutes. Unsigned forms or filings executed by unauthorized individuals are not accepted and may result in rejection or delay.
Public Record and Disclosure Notice
Once filed and accepted, Oregon Profit Corporation Articles of Dissolution become part of the public record. Information such as the corporation’s legal name, dissolution date, and contact details may be accessible through public business search databases.
Corporations should ensure that all disclosed information is accurate and appropriate for public viewing, as errors or outdated data may create compliance or administrative issues after dissolution.
Post-Filing Responsibilities
- Completion of winding-up activities
Filing Articles of Dissolution does not immediately end all corporate responsibilities. The dissolved profit corporation must complete winding-up activities, including collecting assets, resolving obligations, and distributing remaining property in accordance with Oregon law and shareholder rights.
- Handling remaining corporate assets
Any remaining assets must be distributed according to statutory priority rules after debts and obligations are satisfied. Shareholder distributions must be consistent with ownership interests and documented to maintain compliance.
- Final tax and regulatory filings
The corporation remains responsible for filing final federal, state, and local tax returns. Additional filings may be required with the Oregon Department of Revenue or other regulatory agencies depending on the corporation’s activities prior to dissolution.
- Record retention obligations
Even after dissolution, corporate records such as Articles of Dissolution, tax filings, shareholder approvals, and financial statements should be retained for the period required by law. These records may be needed for audits, legal inquiries, or future claims.
Public Record and Disclosure Notice
Common Mistakes to Avoid
- Using a corporate name that does not match state records
One of the most frequent errors is listing a corporate name that differs from the exact name on file with the Oregon Secretary of State. Even minor differences in punctuation or abbreviations can result in rejection of the filing.
- Incomplete or inaccurate shareholder voting information
Failing to correctly report the number of outstanding shares, voting results, or authorization date can prevent the state from verifying that the dissolution was properly approved under Oregon law.
- Missing or unauthorized signatures
The Articles of Dissolution must be signed by an authorized corporate officer or director. Filings without a valid signature, or signed by an individual without authority, are not legally effective.
- Confusing dissolution with termination
Some corporations mistakenly believe filing Articles of Dissolution immediately ends all responsibilities. Dissolution initiates the legal closing process, but additional winding-up actions and filings are still required to fully conclude corporate affairs.
Conclusion
ng Oregon Profit Corporation Articles of Dissolution is a critical legal step that officially ends a corporation’s active status with the state. Proper shareholder or board approval, accurate completion of the dissolution form, and timely submission help protect the corporation from future compliance issues.
FastFile provides a reliable and efficient solution for Oregon profit corporation dissolution filings. Our team prepares and reviews Articles of Dissolution, verifies shareholder and director authorization details, and ensures each filing meets Oregon Secretary of State requirements before submission.
With a guided process, clear communication, and flat-fee pricing starting from $90, FastFile simplifies complex corporate filings without hidden costs. Most dissolution filings are processed in approximately 24 hours once information is confirmed.
Using a short questionnaire with as few as 10 basic questions, FastFile handles the paperwork so you can focus on closing your corporation properly and confidently. Whether you are dissolving a corporation, updating corporate records, or managing final compliance steps, FastFile delivers accuracy, speed, and dependable support at every stage.