How to Dissolve an LLC in Oregon: Steps & Cost (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You dissolve an Oregon LLC by having the members authorize dissolution, winding up the business, and filing Articles of Dissolution with the Oregon Secretary of State, Corporation Division, for a $100 fee. File final federal and Oregon tax returns and settle debts before the LLC is fully closed.

Quick Answer

Form: Articles of Dissolution (domestic Limited Liability Company)
Filing fee: $100 (2026), to the Oregon Secretary of State, Corporation Division
Authority: ORS Chapter 63 (Oregon Limited Liability Company Act)
Tax clearance: Not required before filing; still file final returns
How to file: Online via the Oregon Business Registry, or by mail
If you skip it: Annual report obligation runs until administrative dissolution

When to Dissolve and What It Means

Dissolving an Oregon LLC is the formal legal process of ending the company's existence, and it matters because an LLC that is not properly dissolved keeps accruing obligations. Until you file Articles of Dissolution, your LLC continues to owe its $100 annual report and remains on the public registry. Dissolution is appropriate when the members decide to close the business, when the operating agreement calls for it, or when an event specified in the agreement occurs. Voluntary dissolution is governed by the Oregon Limited Liability Company Act, ORS Chapter 63. For the national overview, see how to dissolve an LLC.

What You'll Need Before Filing

Before you file Articles of Dissolution, complete the internal and tax steps below. Filing the paperwork is the last step, not the first.

A member vote or written consent to dissolve, as required by your operating agreement or ORS Chapter 63.
A plan to wind up: collect assets, notify and pay creditors, and distribute what remains to members.
Final federal and Oregon tax returns marked final, and closure of payroll and Corporate Activity Tax accounts if you have them.
The LLC's registry information (name, registration number) to complete the Articles of Dissolution.
Payment for the $100 filing fee.

How to Dissolve an Oregon LLC, Step by Step

Dissolving an Oregon LLC is a five-step process that ends with filing Articles of Dissolution. Each step reflects a requirement of ORS Chapter 63 or federal and Oregon tax rules.

Authorize the dissolution. Follow your operating agreement's dissolution procedure. If the agreement is silent, ORS Chapter 63 governs how members approve dissolution. Record the vote or written consent in the company's records.
Wind up the business. Stop taking on new business except to finish winding up. Collect the LLC's assets, pay or make provision for known creditors, and distribute any remaining assets to the members according to their interests.
File final tax returns. File final federal and Oregon income tax returns marked "final." If the LLC had employees, close its payroll (Business Identification Number) account, and if it was subject to the Corporate Activity Tax, file a final CAT return. See Oregon LLC taxes.
File Articles of Dissolution. Submit Articles of Dissolution for a domestic LLC to the Oregon Secretary of State, Corporation Division, and pay the $100 fee. File online through the Oregon Business Registry or by mail.
Close remaining accounts. Cancel local business licenses and permits, any assumed business name, and, when appropriate, the LLC's EIN account with the IRS. Keep records after dissolution in case of later claims.

Complete the steps in order. Authorizing and winding up before you file Articles of Dissolution keeps the members protected and prevents the state from treating an active LLC as still owing the annual report. Filing the Articles is the public act that ends the LLC's existence, but the tax and creditor steps are what actually close the business cleanly.

Oregon Dissolution Fees (2026)

The core cost to dissolve an Oregon LLC is the $100 Articles of Dissolution fee, verified on the Oregon Secretary of State Business Registry Fee Schedule. The table lists related filings you might make while closing.

Item	Filing	Fee (2026)	Agency
Dissolve the LLC	Articles of Dissolution	$100	Secretary of State
Cancel an assumed business name	Cancellation	$50	Secretary of State
Confirmation copy (optional)	Confirmation Copy	$5	Secretary of State
Reinstate after administrative dissolution	Application for Reinstatement + past-due reports	Bring filings current	Secretary of State
Close the EIN account	Letter to the IRS	$0 (free)	IRS

Final Taxes and Tax Clearance

Oregon does not require a certificate of tax clearance before you file Articles of Dissolution for an LLC, but you still must settle the LLC's taxes as part of winding up. File final federal and Oregon income tax returns, checking the "final return" box. If the LLC collected and remitted the Corporate Activity Tax, file a final CAT return; the CAT applies to businesses with taxable Oregon commercial activity over $1 million and equals $250 plus 0.57% above that threshold. Close any payroll withholding account. The IRS also treats closing a business as a series of final filings; consult the IRS "Closing a Business" resources and a tax professional for your situation.

Notifying Creditors and Settling Claims

Settling claims is a central part of winding up an Oregon LLC, because members can be exposed if assets are distributed before debts are paid. Under ORS Chapter 63, a dissolved LLC may dispose of known claims by notifying its creditors of the dissolution and giving them a deadline to submit claims, and it may address unknown claims through published notice. Handling claims in the right order - pay or reserve for creditors first, then distribute any remainder to members - protects the members from later demands. Keep documentation of who was paid and what was distributed. If the LLC cannot pay all its debts, consult a professional before distributing anything, because premature distributions to members can be clawed back. Maintaining your registered agent during this window ensures the LLC still receives any legal notices while claims are resolved.

How Long Dissolution Takes

The timeline to dissolve an Oregon LLC depends less on the state filing than on winding up. The Corporation Division processes filings submitted online through the Oregon Business Registry in about 1 to 3 business days, and mailed filings in about one week, the same processing windows the Secretary of State reports for other business filings. The longer part is usually the internal work: collecting receivables, paying creditors, filing final tax returns, and distributing assets. Because Oregon does not require tax clearance before you file Articles of Dissolution, you can file the Articles once the members authorize dissolution and the wind-up is under way, but you should still complete final returns promptly so no tax accounts stay open.

Voluntary vs. Administrative Dissolution

Voluntary dissolution and administrative dissolution are different paths with different consequences. Voluntary dissolution is the deliberate process above: the members authorize it, the LLC winds up, and you file Articles of Dissolution. Administrative dissolution happens when the state closes the LLC for you - for example, if you stop filing the annual report - under ORS 63.647. Administrative dissolution can leave loose ends: the LLC may still owe amounts, and reinstatement under ORS 63.654 requires bringing filings current. Filing Articles of Dissolution yourself is the clean, controlled way to close and stops the annual report obligation.

After Dissolution: Winding Up Claims

Filing Articles of Dissolution does not instantly erase every obligation; the LLC continues to exist for the limited purpose of winding up. During winding up, the LLC can settle and close out its affairs, dispose of property, discharge liabilities, and distribute remaining assets. Under ORS Chapter 63, a dissolved LLC may also handle claims against it, and members should keep records in case a creditor surfaces later. Maintaining your registered agent through winding up helps ensure the LLC receives any claims or legal notices during this period.

Common Mistakes to Avoid

The most common Oregon dissolution mistakes come from skipping steps. Simply abandoning the LLC without filing Articles of Dissolution leaves the $100 annual report obligation running until the state administratively dissolves the company, which can cost you your business name and create reinstatement work. Distributing assets to members before paying creditors can expose members to claims. Forgetting to file final tax returns or close a payroll or Corporate Activity Tax account can generate notices long after you think you are done. Cancel your assumed business name and local licenses so they do not renew.

Frequently Asked Questions

How much does it cost to dissolve an Oregon LLC?

The state fee to file Articles of Dissolution for a domestic Oregon LLC is $100, paid to the Oregon Secretary of State, Corporation Division. There may be additional costs to file final tax returns or close other accounts.

What form do I file to dissolve an Oregon LLC?

Articles of Dissolution for a domestic limited liability company, filed with the Oregon Secretary of State, Corporation Division. File online through the Oregon Business Registry or by mail, with the $100 fee.

Do I need tax clearance to dissolve an Oregon LLC?

No. Oregon does not require a certificate of tax clearance before filing Articles of Dissolution for an LLC. You should still file final federal and Oregon tax returns and settle any tax owed.

What happens if I just stop filing my Oregon LLC annual report?

The Secretary of State may administratively dissolve the LLC under ORS 63.647. That differs from voluntary dissolution and can leave loose ends, so filing Articles of Dissolution is the clean way to close.

Can I reinstate a dissolved Oregon LLC?

An administratively dissolved Oregon LLC can apply for reinstatement under ORS 63.654 once it corrects the problem and brings its filings current. A voluntarily dissolved LLC winds up its affairs instead of continuing to operate.

Sources

Oregon Legislature - ORS Chapter 63, Limited Liability Companies (voluntary dissolution and winding up ORS 63.621–63.637; administrative dissolution ORS 63.647; reinstatement ORS 63.654).
Oregon Secretary of State - Business Registry Fee Schedule (PDF) ($100 Articles of Amendment/Dissolution; $50 assumed business name cancellation; $5 confirmation copy).
Oregon Secretary of State - Oregon Limited Liability Companies (LLC) forms (Articles of Dissolution; Oregon Business Registry).
Oregon Secretary of State - Annual Report or Renewal (annual report obligation continues until dissolution).
Oregon Department of Revenue - Corporate Activity Tax (CAT) ($1 million filing threshold; $250 plus 0.57%; final return on closing).
Oregon Department of Revenue - Businesses tax programs (final returns; payroll account closure).
Oregon Secretary of State - Oregon Limited Liability Company (LLC) (processing 1–3 days online, about one week by mail).
IRS - Closing a Business (final federal returns; closing the EIN account).
IRS - Limited Liability Company (LLC) (federal treatment on closing).
Legal Information Institute - 26 CFR 301.7701-3 (federal classification affecting final returns).
Legal Information Institute - 26 CFR 301.7701-2 (business entity definitions).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. This is general information, not legal advice. Requirements and fees change; verify current rules with the Oregon Secretary of State, Corporation Division, and the Oregon Department of Revenue before acting.