How to Dissolve an LLC in Oregon (2026)

To dissolve an LLC in Oregon, file Articles of Dissolution with the Oregon Secretary of State, for a $100 fee. No tax clearance is required, so the filing itself is straightforward. Two Oregon-specific things shape the bigger picture: Oregon's annual report is $100 a year (on the higher end), the state moves to administratively dissolve an LLC just 45 days after a missed report, and once an LLC is dissolved, you have only five years to reinstate it before it's permanently gone.

Here's the full process and the Oregon-specific specifics.

Oregon LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure and hold the required member vote, then record it. The Oregon dissolution form asks for your registry number, LLC name, and the date dissolution occurred (which can be today's date or a past date, but not a future one). Documenting the decision supports the filing.

Step 2: Wind up the business and settle debts

Wind up the LLC's affairs: notify federal, state, and local agencies and your creditors, pay or provide for the company's debts, and distribute remaining assets to members, creditors first. After the dissolution date, the LLC may only carry on wind-down activities such as selling assets and distributing proceeds. Distributing assets ahead of creditors can create personal exposure.

Step 3: Handle final taxes

Oregon doesn't require a tax-clearance certificate to dissolve, so there's no clearance hurdle. File your final Oregon and federal returns, marked final, and close any state tax accounts with the Oregon Department of Revenue.

Step 4: File the Articles of Dissolution

File the Articles of Amendment/Dissolution – Limited Liability Company form with the Secretary of State, $100. It's a dual-purpose form; you complete only the fields that pertain to dissolution (registry number, name, dissolution date, and a contact person). The fastest route is online through the Business Registry portal; you can also mail or fax the form (original signature isn't required). Note that filing the dissolution doesn't immediately terminate your registered agent's authority, so keep them in place until winding up is complete.

Step 5: Close accounts, licenses, and registrations

Finish by canceling local business licenses and permits, closing business bank accounts, canceling the EIN with the IRS if appropriate, and withdrawing any out-of-state registrations.

The Oregon wrinkle: a fast clock and a hard reinstatement deadline

Oregon's defining features are about timing, and they cut in two directions. First, the annual report is $100 a year, higher than most states, and Oregon enforces it quickly: if your annual report is more than 45 days late, the Secretary of State will administratively dissolve the LLC. That's a short fuse compared to states that give months of warning, so a missed Oregon report turns into an administrative dissolution faster than owners expect.

Second, the reinstatement deadline. If your Oregon LLC is dissolved, voluntarily or administratively, Oregon law bars the Secretary of State from reinstating it more than five years after the effective date of dissolution. After that five-year window closes, the entity is gone for good; you can't bring it back, you'd have to form a new LLC. Most states allow reinstatement for longer or indefinitely, so Oregon's hard five-year cutoff is unusual. The practical takeaways: don't let a dormant Oregon LLC drift, because the $100 report plus the 45-day trigger means it gets administratively dissolved quickly, the cost-accruing version of the trap in can you just walk away from an LLC; and if you do want to keep the option of reviving an entity, act within the five-year window.

Frequently asked questions

How much does it cost to dissolve an Oregon LLC?

The Articles of Dissolution cost $100, filed with the Secretary of State. There's no tax-clearance fee. The related cost to watch is Oregon's $100 annual report: if you've fallen behind, the LLC can be administratively dissolved (after a missed report 45+ days late), and reinstating means filing outstanding reports with their fees. For a current LLC, $100 is the dissolution cost.

How quickly does Oregon dissolve an LLC for a missed annual report?

Fast. Oregon will administratively dissolve an LLC whose annual report is more than 45 days late. That's a much shorter window than many states, which give months of notice before dissolving an entity. So a missed Oregon annual report turns into administrative dissolution relatively quickly, which is one reason to either keep the report current or formally dissolve when you're done.

Can I reinstate a dissolved Oregon LLC?

Only within five years. Oregon law prohibits the Secretary of State from reinstating an LLC more than five years after the effective date of its dissolution. Within that window, reinstatement requires an application, the fee, and filing any outstanding annual reports (and your name must still be available). After five years, the entity can't be revived, you'd have to form a new LLC. This hard cutoff is stricter than most states.

This page covers the Oregon specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for nearby states, Washington and California. Oregon's official filing is at the Oregon Secretary of State, and taxes through the Oregon Department of Revenue.