Dissolve a Oregon LLC or corporation

File with the Oregon Secretary of State, then a final tax return.

The catch

Dissolving the entity leaves your payroll tax account open. If you had employees, the Business Change in Status Form tells the state you are done.

How to close a company in Oregon

  1. File your final tax return

    Oregon charges $100 by mail, needs no tax clearance and has its own form for payroll tax.

  2. Wind up the business

    Hold the vote your governing documents and Oregon law require. Pay or set aside what you owe, in the order your lawyer advises.

  3. File with the Oregon Secretary of State

    LLC and corporation: No form number (rev. 4/26), $100.

  4. Pick how to file

    By mail. No fixed time is published.

  5. Check your records

    Before you close accounts or delete Slack, work out what you must keep and whether a buyer may want it.

Facts and sources

Oregon dissolution facts, each with a link to its source
FactWhat we foundSource
Filing office

Oregon Secretary of State, Corporation Division, (503) 986-2200

sos.oregon.gov
corporation: dissolve

No form number (rev. 4/26): Articles of Dissolution - Business/Professional

Fee: $100. Required processing fee, nonrefundable, check payable to Corporation Division.

Full notes

How to file: Mail to the Corporation Division, 255 Capitol St. NE, Suite 151, Salem, OR 97310-1327. The Division does not accept forms or payments by email. Its front desk at that address takes walk-ins on weekdays.

sos.oregon.gov
LLC: dissolve

No form number (rev. 4/26): Articles of Amendment/Dissolution - Limited Liability Company

Fee: $100. Same $100 nonrefundable processing fee. For a dissolution, fill in only items 6 to 9 on this shared form.

How to file: Same Salem mailing address as the corporation form. No email filings.

sos.oregon.gov
Tax clearance

No. Oregon Department of Revenue.

No clearance is needed to dissolve. If you had employees or a payroll BIN, the Business Change in Status Form tells the Employment Department and Revenue you closed.

oregonlegislature.govoregonlegislature.govsos.oregon.gov
Before you file
  • Corporation: shareholder consent in writing, or a shareholder vote stated on the form
  • Corporation: if shares were never issued and no business started, a majority of the incorporators or initial directors can authorize it
  • The dissolution date on the form cannot be in the future
Full notes
  • Authorized signer declares under penalty of perjury that the filing is true
  • If you had employees or a payroll tax BIN, send the Business Change in Status Form
oregonlegislature.gov
How long it takes

Varies. No fixed time is published.

sos.oregon.gov
Other tax stops
  • Oregon Department of Revenue and Employment Department: Business Change in Status form if you had employees or a payroll tax account
sos.oregon.gov

Fees and form numbers change, so check the source before you file.

A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it. Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral

Questions people ask

How much does it cost to close a Oregon LLC or corporation?

LLC and corporation (No form number (rev. 4/26)): $100. Fees change, so check the source link before you pay.

Do I need tax clearance to close a Oregon company?

Oregon does not require a tax clearance before you file. Dissolving the entity leaves your payroll tax account open. If you had employees, the Business Change in Status Form tells the state you are done.

Where do I file in Oregon?

File with the Oregon Secretary of State, Corporation Division. You can file by mail.

How long does it take to close a company in Oregon?

Oregon publishes no fixed processing time that we could find.

What happens to my Slack, email and CRM when I close?

Closing the company does not decide what happens to your records. Keep what tax and payroll rules ask for. The IRS gives retention periods on its site. Then check what the rest could be worth before you delete it.

Is this legal advice?

No. We read the state pages so you don't have to, then link to them so you can check our work. Have your lawyer or CPA read it too. They like that.