Oregon LLC Dissolution Forms & Instructions

By Phil M. Fowler

In Oregon, a number of events may trigger the dissolution of an LLC. The members of an LLC can agree to dissolve the LLC . A judicial order may require dissolution of the LLC. Or the LLC may need to file Chapter 7 liquidation bankruptcy. Finally, the LLC's articles of organization or operating agreement may specify certain events that trigger the automatic dissolution of the LLC, such as a departure of one of the members.

In Oregon, a number of events may trigger the dissolution of an LLC. The members of an LLC can agree to dissolve the LLC . A judicial order may require dissolution of the LLC. Or the LLC may need to file Chapter 7 liquidation bankruptcy. Finally, the LLC's articles of organization or operating agreement may specify certain events that trigger the automatic dissolution of the LLC, such as a departure of one of the members.

Annual Report

Oregon state law requires each domestic LLC, meaning any LLC created by the filing of articles of organization with the Oregon secretary of state, to file annual reports with the secretary of state. The LLC annual report is basically an annual renewal of the LLC's organization under Oregon law. One way to dissolve an Oregon LLC is to simply not file a required annual report. Section 63.647 of the Oregon Revised Statutes provides that "The Secretary of State may ... administratively dissolve a limited liability company if ...[t]he limited liability company does not deliver its annual report to the Secretary of State when due." Technically, the LLC will automatically dissolve 45 days after the annual report was due.

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Articles of Dissolution

The better way to dissolve an Oregon LLC is to file articles of dissolution with the secretary of state. An LLC may file articles of dissolution at any time. This means the LLC can dissolve when it wants to and doesn't need to wait until 45 days after missing the annual report filing deadline to do so. The secretary of state requires payment of a filing fee with the articles of dissolution. As of April 2012, the filing fee is $100.

Winding Up

Before you file articles of dissolution with the secretary of state, or before you allow your annual report filing deadline to lapse, you should take certain steps to wind up the LLC's business affairs. Steps for winding up include filing final tax returns with the IRS and any state and local taxing agencies where the LLC conducted business, distributing LLC money and property to the members of the LLC, and terminating any contracts involving the LLC.

No Tax Clearance Needed

In some states, an LLC may not dissolve until the LLC has received a formal tax clearance from the state tax commission. Oregon state law does not impose such a requirement; therefore, a tax clearance is not necessary before dissolving an Oregon LLC.

Foreign Registrations

If your LLC conducted business in any state other than Oregon, the LLC likely registered with each of those foreign states. In addition to dissolving the LLC in accordance with Oregon law, you also want to cancel any registrations the LLC filed with those "foreign" states. Each state has its own type of form to cancel a foreign LLC registration.

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How Do I Dissolve an LLC?

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How to Dissolve a LLC Before Bankruptcy

Bankruptcy generally dissolves an LLC. If you want to dissolve your LLC prior to filing for bankruptcy, you can. Your operating agreement, if you have one, should include dissolution procedures. If you do not have an operating agreement, you should follow your state’s procedures. In choosing dissolution, there are many factors to be resolved related to taxes, liabilities and assets. Most states require that any outstanding business issues, including debt, are resolved prior to dissolution.

Can I Use a Bank Account After Dissolving an LLC?

Using your limited liability company's bank account after dissolution is essential to wind up the affairs of the LLC, but you cannot use it to enter into new business. An LLC is an independent business entity formed under state law, which also controls how an LLC comes into existence and how it goes out of business. By following the correct steps for dissolution, you will ensure that you have satisfied all the debts and obligations of the company.

How to Divide an LLC

Even if you’ve only been in business a short time, dividing your limited liability company can be complicated, since there is no one-size-fits-all solution. An LLC is a hybrid type of business entity that mixes features of a corporation and a partnership, which makes it flexible. LLCs are formed under the authority of state law, and each state’s LLC law has its own provisions to govern breaking up an LLC. States even have different terms to describe this event – winding up, termination, cancellation or dissolution.

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