Learn how to dissolve an Oregon LLC correctly, including eligibility, filing steps, and post-dissolution duties to avoid future compliance issues.
Overview of Oregon LLC Dissolution Filings
Dissolving a limited liability company in Oregon requires more than simply stopping business operations. Business owners must follow specific statutory procedures, file the correct documents with the Oregon Secretary of State, and properly wind up the company’s affairs to avoid ongoing legal or tax obligations.
Legal Basis for Oregon LLC Dissolution
Oregon LLC dissolution filings are the formal legal steps required to end a limited liability company’s existence with the Oregon Secretary of State, Corporation Division. Filing Articles of Dissolution officially notifies the state that the LLC has completed internal dissolution procedures and is no longer conducting business.
Until the dissolution filing is accepted, the LLC remains active on state records and continues to incur reporting and compliance obligations. Proper dissolution helps prevent future liability, unnecessary fees, and administrative complications for members or managers.
Legal Basis for Oregon LLC Dissolution
Articles of Dissolution for an Oregon LLC
The dissolution of an Oregon limited liability company is governed by the Oregon Revised Statutes, primarily under ORS Chapter 63. These statutes establish the authority for dissolving an LLC, the requirement that dissolution must occur internally before filing, and the obligation to submit accurate information under penalty of perjury.
Oregon law also treats dissolution filings as public records, meaning all submitted information is subject to disclosure. Compliance with statutory requirements is essential to ensure the dissolution is legally effective and enforceable.
Eligibility Requirements Before Filing
- The LLC must be properly dissolved under Oregon law
Before filing Articles of Dissolution, the Oregon LLC must have already approved dissolution internally in accordance with its operating agreement and ORS Chapter 63. This typically requires consent from members or managers, depending on how the LLC is structured. The state filing only confirms dissolution; it does not replace internal approval.
- All required information must be accurate and complete
Oregon requires that all information on the dissolution form be truthful and complete. The individual signing the filing certifies its accuracy under penalty of perjury, making careful verification essential before submission.
- The filer must be authorized to act on behalf of the LLC
Only a member, manager, or other authorized individual with direct knowledge of the LLC’s operations may sign and submit the dissolution filing. Unauthorized filings may be rejected or challenged.
Information Required on Oregon LLC Dissolution Form
1. Registry number and LLC legal name
The dissolution form must include the LLC’s registry number and legal name exactly as recorded with the Oregon Secretary of State. This information ensures the filing is applied to the correct entity and prevents processing delays or rejection caused by mismatched records.
2. Amendment details or dissolution date
The form requires the effective date of dissolution or confirmation that dissolution has already occurred. Oregon does not allow a future effective date for dissolution filings, and the stated date must accurately reflect the LLC’s internal approval timeline.
3. Adoption method and approval confirmation
Filers must confirm how dissolution was authorized, such as by member consent or manager approval, in accordance with the LLC’s operating agreement and Oregon law. This confirmation allows the state to verify that proper governance procedures were followed.
4. Principal place of business
The principal place of business address must be provided to identify the LLC’s last known operating location. This address becomes part of the public record and should be accurate at the time of filing.
5. Individual with direct knowledge of LLC operations
Oregon requires identification of an individual with direct knowledge of the LLC’s operations. This person serves as a point of reference if the state needs clarification regarding the dissolution filing.
6. Contact name and phone number
A contact name and phone number must be listed so the Corporation Division can communicate with the filer if corrections or additional information are needed. Providing reliable contact details helps prevent unnecessary processing delays.
Execution and Signature Requirements
The Articles of Dissolution must be signed by an authorized individual, such as a member, manager, or other person permitted to act on behalf of the LLC. By signing, the individual certifies under penalty of perjury that all information provided is true, complete, and accurate.
False or misleading statements may result in legal consequences under Oregon law. The signature makes the filing legally effective and binds the LLC to the dissolution declaration.
Information Required on Oregon LLC Dissolution Form
Post-Filing Responsibilities
- Complete the LLC winding-up process
After the Articles of Dissolution are accepted, the LLC must finish winding up its affairs. This includes settling outstanding obligations, resolving contracts, and distributing remaining assets to members according to the operating agreement or Oregon law.
- Close tax and regulatory accounts
Dissolved Oregon LLCs remain responsible for final tax filings at the federal, state, and local levels. Any business licenses, permits, or registrations should also be closed or canceled to prevent future compliance notices.
- Maintain records of dissolution
The LLC should retain copies of the filed Articles of Dissolution, internal approvals, and final financial records. These documents may be needed for audits, legal inquiries, or proof of proper closure.
- Confirm removal from active state records
Business owners should verify that the Oregon Secretary of State has updated the LLC’s status to dissolve. This confirmation helps ensure the entity will not be assessed future reporting or fee obligations.
Common Filing Mistakes to Avoid
- Using an incorrect LLC name or registry number
The dissolution form must list the LLC’s legal name and registry number exactly as they appear in Oregon state records. Even minor discrepancies can result in rejection or processing delays.
- Filing before proper internal approval
Submitting Articles of Dissolution without valid member or manager authorization violates Oregon requirements. The state filing assumes dissolution has already been approved internally.
- Providing inaccurate dates or approval details
Incorrect dissolution dates or misstatements about the method of approval may invalidate the filing. Oregon relies on these details to confirm compliance with statutory procedures.
- Missing or unauthorized signatures
Failure to include a valid signature from an authorized individual renders the filing ineffective. The signer must have direct knowledge of the LLC’s operations and authority to act.
- Overlooking post-dissolution obligations
Filing Articles of Dissolution does not automatically resolve tax liabilities or contractual responsibilities. Ignoring these obligations can create ongoing legal or financial exposure after dissolution.
How FastFile Supports Oregon LLC Amendments and Dissolution
1. Articles of Amendment preparation and filing
FastFile prepares and files Articles of Amendment for Oregon LLCs when changes such as name updates, management structure modifications, or principal address changes are required. Each filing is reviewed for accuracy and compliance with state requirements before submission.
2. Articles of Dissolution filing support
FastFile assists with the complete Oregon LLC dissolution process, including document preparation, compliance verification, and submission to the Secretary of State. This ensures the LLC is closed properly and removed from active state records.
3. Compliance review and document accuracy checks
Before filing, FastFile reviews all information for consistency with state records and statutory requirements. This review reduces the risk of rejection, delays, or future compliance issues.
How FastFile Supports Oregon LLC Amendments and Dissolution
4. FastFile process, flat pricing, and 24-hour turnaround
FastFile uses a streamlined intake process based on clear, structured questions, with transparent flat-fee pricing and most filings processed within approximately 24 hours. This efficient approach allows business owners to complete amendments or dissolutions quickly and with confidence.
Conclusion
FastFile offers a structured and dependable solution for Oregon LLC dissolution filings. Their team prepares and reviews Articles of Dissolution, confirms compliance with Oregon Secretary of State requirements, and verifies that all information is complete and accurate before submission.
The process is guided by a simple questionnaire, with flat-fee pricing and most filings processed within approximately 24 hours. In addition to dissolution support, FastFile assists with Articles of Amendment, annual reports, and other LLC compliance filings, helping ensure your business records remain accurate from formation through closure.
With careful document review, clear communication, and efficient processing, FastFile helps Oregon LLC owners dissolve their businesses properly and move forward with confidence.