Learn how to file Oregon nonprofit Articles of Dissolution, meet approval rules, notify the Attorney General, and close your nonprofit correctly and legally.
Oregon Nonprofit Corporation Dissolution Filing Guide
Dissolving a nonprofit corporation in Oregon requires careful attention to statutory rules, internal approval procedures, and public disclosure obligations. The Oregon Articles of Dissolution serve as the formal document that legally ends the organization’s existence with the Secretary of State.
What Are Oregon Articles of Dissolution for Nonprofit Corporations
Oregon Articles of Dissolution for nonprofit corporations are the formal documents filed with the Oregon Secretary of State to legally terminate a nonprofit’s existence.
Once accepted, these filings confirm that the nonprofit has followed all required internal approval procedures and has elected to end its operations in compliance with Oregon law.
Filing Articles of Dissolution officially closes the nonprofit’s public record and begins the final winding-up phase, during which remaining assets, obligations, and reporting duties must be resolved.
Legal Authority Governing Nonprofit Dissolution in Oregon
Nonprofit dissolution in Oregon is governed by the Oregon Revised Statutes, Chapter 65, which establishes the legal framework for authorization, notice, asset distribution, and filing requirements.
These statutes ensure that nonprofit corporations dissolve in a manner consistent with their charitable or public purposes, protect donor intent, and safeguard public interests. The law requires accurate disclosures, valid approvals, and, in certain cases, notification to the Oregon Attorney General before dissolution is finalized.
Eligibility Requirements Before Filing Articles of Dissolution
- Proper internal approval must be completed
Before filing Articles of Dissolution, an Oregon nonprofit corporation must formally approve dissolution through the method required by its Articles of Incorporation, bylaws, and Oregon Revised Statutes Chapter 65. This may involve approval by the board of directors, voting members, or incorporators, depending on the organization’s structure.
- Compliance with governing documents
The nonprofit must confirm that all dissolution procedures outlined in its governing documents have been followed. This includes notice requirements, quorum rules, and voting thresholds, which the state relies on to validate the legality of the dissolution.
- No unresolved statutory barriers
The nonprofit must not be subject to legal restrictions that prevent dissolution, such as pending enforcement actions or unresolved statutory obligations related to charitable assets.
What Are Oregon Articles of Dissolution for Nonprofit Corporations
Voting and Approval Methods for Nonprofit Dissolution
1. Dissolution Approved by Board of Directors
If a nonprofit corporation does not have voting members, dissolution is generally approved by the board of directors. The board must adopt a resolution to dissolve the corporation in accordance with the voting thresholds and quorum requirements set forth in the bylaws and Oregon Revised Statutes.
The resolution confirms that the directors have determined dissolution is in the best interests of the organization and that the decision complies with fiduciary duties owed to the nonprofit and its mission.
2. Dissolution Requiring Member Approval
When a nonprofit corporation has voting members, dissolution typically requires approval by those members. In many cases, the board of directors first adopts a recommendation to dissolve, which is then submitted to the members for a vote.
Member approval must meet the voting standards established in the Articles of Incorporation, bylaws, and applicable Oregon statutes. The Articles of Dissolution must clearly state that member approval was obtained and describe the method used to secure that approval.
3. Dissolution Approved by Incorporators
In limited situations, dissolution may be approved by the incorporators of the nonprofit. This method applies primarily when the nonprofit has not appointed directors or admitted members since formation.
The incorporators who originally signed the Articles of Incorporation retain authority to approve dissolution, and their approval must be documented accurately in the filing. This option is less common but remains valid under Oregon law when organizational development never progressed beyond incorporation.
Notice of Dissolution to the Oregon Attorney General
- Required for nonprofits holding charitable assets
Oregon law requires certain nonprofit corporations to notify the Oregon Attorney General before or in connection with dissolution, particularly when the organization holds charitable assets or was organized for public benefit purposes.
- Purpose of Attorney General oversight
The Attorney General reviews dissolution notices to ensure charitable assets are properly distributed in accordance with the nonprofit’s stated purpose and Oregon law. This oversight protects public interests and donor intent.
- Timing and documentation considerations
Failure to provide required notice or supporting information may delay acceptance of the Articles of Dissolution or result in follow-up inquiries. Proper coordination of this notice is a critical compliance step.
Information Required on Oregon Articles of Dissolution (Nonprofit)
1. Registry Number
The registry number is the unique identification number assigned to the nonprofit corporation by the Oregon Secretary of State. This number ensures the dissolution filing is applied to the correct entity. It must be entered exactly as it appears in state records, as an incorrect registry number can cause processing errors or misfiling.
2. Nonprofit Entity Name
The nonprofit’s legal name must be listed exactly as it appears on file with the Secretary of State, including punctuation, abbreviations, and formatting. Any variation between the name on the Articles of Dissolution and the official state record may result in rejection or require corrective refiling.
3. Date Dissolution Was Authorized
The filing must state the exact date on which dissolution was authorized by the appropriate governing body. This date confirms that the nonprofit followed proper internal approval procedures before submitting the Articles of Dissolution. The authorization date must precede or coincide with the filing date and align with board, member, or incorporator records.
4. Authorized Signer Declaration
An authorized individual must sign the Articles of Dissolution and declare, under penalty of false statement, that the information provided is accurate and complete. The signer must have legal authority to act on behalf of the nonprofit, such as a director, officer, or other authorized representative, depending on the organization’s structure.
5. Contact Name and Phone Number
The filing must include the name and phone number of a contact person who can respond to questions from the Secretary of State. This information is used only for administrative communication and helps prevent delays if clarification or corrections are required during processing.
Signature and Execution Requirements
Oregon requires the Articles of Dissolution to be signed by an individual with legal authority to act on behalf of the nonprofit, such as an officer, director, incorporator, or other authorized representative.
The signer certifies under penalty of perjury that the information provided is accurate and that dissolution was properly approved. Inaccurate execution, missing authority, or incomplete certification can delay acceptance or invalidate the filing.
Information Required on Oregon Articles of Dissolution (Nonprofit)
Post-Filing Responsibilities
- Completion of asset distribution
After filing Articles of Dissolution, the nonprofit must complete the lawful distribution of remaining assets in accordance with its governing documents and Oregon nonprofit statutes. Assets generally must be transferred to another qualified nonprofit organization.
- Final tax and regulatory filings
The organization must complete any remaining federal or state tax filings, including final informational returns, to formally close its reporting obligations.
- Record retention obligations
Even after dissolution, nonprofits are required to retain key corporate records, financial documents, and dissolution approvals for the period required by law, in case of future audits or inquiries.
Common Mistakes to Avoid
- Filing without proper approval
Submitting Articles of Dissolution without valid board, member, or incorporator approval is a frequent error that can invalidate the filing and expose directors to compliance risk.
- Incorrect or incomplete approval statements
Failing to accurately describe how dissolution was authorized, especially when member approval is required often results in rejection or requests for correction by the state.
- Omitting Attorney General notice
Neglecting required notification to the Oregon Attorney General is a serious compliance issue that may delay dissolution or trigger regulatory review.
- Using outdated or inaccurate entity information
Errors in the nonprofit’s legal name, registry number, or signer authority can prevent acceptance of the filing and prolong the dissolution process unnecessarily.
How FastFile Supports Oregon Nonprofit Dissolution
1. Articles of Dissolution Preparation
FastFile prepares the Oregon Articles of Dissolution based on the nonprofit’s specific structure, approval method, and statutory requirements. The service ensures that all required fields, declarations, and approval statements are completed correctly and consistently with state records.
2. Compliance Review and Accuracy Checks
Before submission, FastFile conducts a detailed review of the dissolution documents to confirm accuracy, completeness, and compliance with Oregon nonprofit law. This review helps reduce the risk of rejection due to missing information, incorrect authorization language, or formatting errors.
3. Attorney General Notice Guidance
When Oregon law requires notice to the Attorney General, FastFile provides guidance on timing, documentation, and coordination with the dissolution filing. This support helps nonprofits meet regulatory expectations, particularly when charitable assets or public benefit purposes are involved.
How FastFile Supports Oregon Nonprofit Dissolution
4. FastFile Process, Pricing, and Turnaround Time
FastFile uses a streamlined intake process based on a short questionnaire, with flat-fee pricing starting from $90. Most nonprofit dissolution filings are prepared and submitted within approximately 24 hours, allowing organizations to complete the process efficiently while maintaining confidence in legal accuracy.
Conclusion
Filing Oregon Articles of Dissolution for a nonprofit corporation is a structured legal process that must reflect proper authorization, accurate records, and full compliance with state law. From confirming board or member approval to providing complete dissolution statements and contact information, each step plays a critical role in ensuring the nonprofit is closed lawfully and transparently.
FastFile offers dependable support for Oregon nonprofit dissolution filings from start to finish. Their team prepares the Articles of Dissolution, reviews approval documentation for accuracy, and provides guidance on Attorney General notice requirements when applicable.
With a streamlined intake process, flat-fee pricing starting from $90, and most filings completed within approximately 24 hours, FastFile helps nonprofit leaders complete dissolution efficiently and with confidence.
If you want a reliable partner to manage the details while ensuring full compliance, FastFile delivers the clarity, speed, and accuracy your organization needs.