Sometimes you need to close a chapter in life. This can include closing your business for reasons such as preparing for retirement, avoiding bankruptcy, starting a new business, and more. But once you’re ready to close your business, you need to know how to properly dissolve one with the state. Even if your business doesn’t have debts or financial problems when you decide to close it, proper dissolution is vitally important. If you don’t correctly dissolve your Oregon business, you might have to continue paying unnecessary taxes and fees to the state, you might have to pay penalties, and you and your fellow owners might be negatively impacted in future business ventures.

If you’re more interested in opening a corporation or limited liability company (LLC) at this time, we can help. You can use our Oregon LLC Formation Service or Oregon Corporate Formation Service to help form your new venture quickly and properly. 

Before dissolving your Oregon business

One of the best ways to set up your business for a smooth dissolution is to keep a close eye on your business and run it efficiently while it’s still open. A big part of achieving these goals is keeping secure and thorough records of your business dealings from start to finish. Keeping good records can serve you well in all business matters, especially during the dissolution process. 

Step 1: Establish a valuation of your Oregon business

You worked hard to shape and run your business, and you don’t want to sell you or your co-owners short when it’s time to turn off the lights. When you close your business, you need to pay off the debts and distribute business assets and income. You can make sure to maximize the assets and income you distribute and minimize the impact of debt by accurately valuing your business. 

When you determine the value of your business, you want to include everything: assets, inventory, real estate, etc. And don’t worry if you don’t know how to properly value what your business owns. You can hire a professional to comb through your business information and accurately value what your business assets and liabilities are. If you think this is a time when business records are vital, you are correct. When it’s time to establish the valuation of your business, you need to gather all the documents related to your business operations. Especially important business documents you need to gather are tax-related documents and contracts with third parties. 

Valuing and closing a business can be unforgiving struggles when you’re not organized. These tasks can be especially difficult if you don’t have your business records organized in a way that makes them easy to retrieve and review. Our Worry-Free Compliance Service and easy-to-use dashboard keep your business documents organized so you can quickly access the business information you need at crucial moments. 

Step 2: Compile a full account of your Oregon business’s debts

Oftentimes, starting and running a business means incurring some kind of debt. Dissolving your business might end a lot of your responsibilities as a business owner, but it doesn’t get rid of your business debts. These debts aren’t loose ends you want to leave untied in the final hours of running your business. You need to establish all of the individuals you owe money to and how much you owe them. Failure to pay off business debts before closing could hurt you in the future. As scary as it sounds, you could be held personally liable for business debts regardless of the structure of your business. 

Step 3: Identify Oregon’s official dissolution document

In many cases, an owner must form and dissolve an Oregon business by filing paperwork with the state. To dissolve an Oregon corporation, you file Articles of Dissolution. To dissolve an Oregon LLC, you also file Articles of Dissolution. You file these forms by mail with the Oregon Corporation Division of the Secretary of State.

Step 4: Follow instructions in your Oregon business’s operating document

You can answer many of your questions about how to dissolve a business in Oregon by referring to your business’s operating document. An operating document can contain custom rules for the management and regulation of your business. This document could be an LLC’s operating agreement or a corporation’s bylaws. If your operating document contains rules about how to dissolve your business, follow those rules when closing. If you don’t have an operating document with dissolution rules, you have to follow state law to close your business. This isn’t always ideal, because generic state laws may not fit the unique needs of your business well.

If you have the opportunity to write your own rules when you start your business, take it. If you’re clueless about how to write an LLC Operating Agreement, you can get helpful guidance from us. Our Operating Agreement Template gives you the foundation for writing a solid operating agreement that can shape your business the way you like it.

An operating document can place more control over your LLC or corporation back into your hands. However, you still have to file dissolution paperwork with the state to close your business. 

Step 5: Cancel your Oregon business’s permits, licenses, and registrations

Closing a business can involve sifting through an overwhelming amount of paperwork. This includes reviewing and cancelling all of your business’s licenses, registrations, and permits. Don’t forget that you could have these kinds of credentials at the local, state, and federal levels, and you need to cancel them all. You also need to make sure that you’ve completely cancelled any automatically renewing credentials so you’re not on the hook for unnecessary renewal fees. 

We’ve said it before, but it bears repeating: dissolving your business doesn’t eliminate your debts. Dissolving your business also doesn’t eliminate your legal obligations. Unfortunately, your business can still get sued after it’s dissolved. So you’re best served to handle your business’s legal and financial obligations as quickly as possible. Your legal and financial obligations can include paying debts, paying distributions to interested parties and owners, and fulfilling business contracts. 

You also need to follow federal and state laws regarding paying your employees and filing your final tax returns. If your business had an Employer Identification Number with the IRS, you need to cancel it. Additionally, you need to close any Business Identification Number your business had with the state. 

Step 7: File Articles of Dissolution for your Oregon business

Filing Articles of Dissolution for your corporation or LLC gets the ball rolling for officially closing your business. You’ll likely have to do work before and after you file dissolution documents, but you can’t forget to file. 

Rely on us to support your Oregon business from beginning to end

If you think you only need support when you’re starting and running your business, you’re wrong. You also need support when you’re dissolving your business. Our services can help you easily navigate every stage of business ownership. Specifically, we have the tools to help the closure of your business run smoothly. Our business formation services and operating agreement template can help you start your business quickly with the rules you like. And our Worry-Free Compliance service and dashboard keep your business documents organized so you have no trouble accessing them in times of change or frenzy. 

Dissolution FAQs

  • Generally, business owners in Oregon need consent from a significant number of co-owners to initiate an Oregon voluntary dissolution of their business. Once there’s consent to dissolve the business, many owners need to file dissolution documents with the Secretary of State. They also need to handle business debts and obligations, distribute business assets, and cancel any accounts, registrations, licenses, and permits.

  • The fee to file Articles of Dissolution for your LLC is located on the DORES website.

  • The time it takes to process your Articles of Dissolution can depend on the Secretary of State’s workload.

  • You must give proper notice and have enough votes from your board of directors or members before you can dissolve a nonprofit corporation. You file Articles of Dissolution with the Secretary of State to officially close. And you must fulfill legal and financial obligations and distribute assets in accordance with the law.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

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