How to Dissolve an LLC in Oregon

If you want to dissolve your Limited Liability Company (LLC) in Oregon, be prepared to follow certain procedures that go in hand with the law.

Whether you want to close your business due to new developments or decide to shift to a new status, proper guidelines can help you avoid incurring additional legal costs.

This is an in-depth manual that explains how to dissolve an LLC in Oregon.

Step 1: Review Your LLC Operating Agreement

Dissoluting your business can be determined by rules set in the LLC operating agreement. The first thing to look for is:

Approval Process: Check if there is a requirement for a vote or full consent from members of the LLC to proceed with the dissolution.

Distribution of Assets: Work out the details on how assets and liabilities ought to be managed.

Filing Requirements: Check if there are any measures that your operating agreement prescribes.

In the case where your LLC has no operating agreement, the Oregon default LLC statutes will control the procedure instead. These statutes should be read to ensure and prevent misunderstandings between members.

Step 2: Submitting the Articles of Dissolution

If you would like to dissolve your LLC, you need to submit the Articles of Dissolution to the Secretary of State of Oregon. Below are the steps:

Obtain the Form: You may download the Articles of Dissolution form at the official website of Oregon’s Secretary of State.

Complete the Form: Fill out the form by providing:

• Dissolution date
• Name of the LLC
• Confirmation of approvals

Submitting the Form: After completing the form, you can submit it online, by mail, or in person. The normal filing fee is $100 (remember to check the Secretary of State’s website for any updates) and it must be included with the form.

For filing via mail, use the address below:
Oregon Secretary of State – Corporation Division
255 Capitol Street NE, Suite 151
Salem, OR 97310-1327

Almost always, the fastest way to file forms is online. Processing normally takes 1-2 business days. If you decide to send your forms via mail, keep in mind that it might take extra time for the delivery and processing.

Step 3: Financial Obligations

Here you will settle any financial matters before dissolving the LLC:

Pay off Debts: Any outstanding business debts must be paid off. This includes payments made towards vendors, loans, and any debts to creditors.

Close Business Accounts: Terminate business bank accounts and credit cards. Ensure all transactions are completed and processed before the account is closed.

File Final Taxes: File your last federal and state tax returns. Settle with the IRS and Oregon Department of Revenue by informing them about your LLC’s dissolution. Some remaining state tax obligations may need to be met, such as unpaid payroll or uncollected sales tax.

Not paying your dues can put you in very challenging predicaments, including, but not limited to, LLC member’s liability. You may want to consult a financial planner or accountant to take care of any outstanding dues.

Step 4: Notify Creditors and Stakeholders

The next step involves informing the creditors of the LLC dissolution. You also must alert all partners, stakeholders, and potential claimants. Set a time frame for claims to be filed against the company. This eliminates misunderstandings from occurring later.

Prepare formal notices addressed to the claimant, including but not limited to:

• The intention to dissolve the LLC
• A mailing address for notices and claims
• A time frame (120 days) when the claims are acceptable
• Your statement regarding the barring of late claims

Always make copies of these notices to ensure that you have proof that these parties have been duly notified.

Step 5: How to Distribute Remaining Assets

Once you’ve gotten rid of the debts, give out any remaining assets to LLC members. The assets should be distributed based on the rules in the operating agreement or under Oregon legislation. In most cases, distributions are done according to ownership percentage. And if there is no operating agreement, there are default distribution rules under Oregon law.

These assets are often distributed:

• Cash remaining in business accounts
• Physical assets, such as equipment or inventory
• Intellectual property or other intangible assets

All distributions should be agreed upon by all members to avoid legal disputes in the future.

Step 6: Cancellation of the Permits and Licenses and Registration

Nothing is simpler than canceling permits, licenses, and registrations for your LLC business. Things to cancel:

• Local business licenses
• Oregon business identification number
• Any professional permits.

If you don’t cancel them, you could incur additional fees or even worse penalties for no reason. The agencies that provided the permits will have to be contacted to cancel them, and all of them have different cancellation procedures.

Step 7: Maintain Records for Dissolution

All plans regarding dissolution must be in the form of copies which include tax records as well as correspondence. The state of Oregon advises businesses to keep these records for a minimum of 5 years. The following pieces of information may be advisable.

• Responding to letters regarding taxes that could come in the future.
• Answering creditor’s or previous members’ queries.
• Evidence indicates that proper means of dissolution were taken.

These records should be kept in a safe place with investments in digital copies as an extra protective measure.

Common Challenges in Dissolving an Oregon LLC

Although the procedure of dissolution is quite simple, several complications can arise due to the following:

Non-payment of debt: Not paying creditors can leave members liable.

Member arguments: Members can argue due to the non-existence of operating agreements.

Deadlines not met: Late submissions or notifications can pose new liabilities.

These challenges can be easily avoided by seeking help when required and planning. A consultant or business lawyer would be most helpful in these situations.

How EasyFiling Can Help You With Dissolving Your Oregon LLC

This type of consulting can be quite tedious and confusing when it comes to the actual dissolution process. EasyFiling makes the process simpler by providing customized expert consulting solutions. Here’s how EasyFiling can help you.

Preparation of Documents: We make sure that your Articles of Dissolution and all other necessary forms are completed properly to prevent any tardiness or rejection.

Filing Service: EasyFiling does the submission of all documents with the Secretary of State for Oregon on your instructions.

Compliance Certificate Examination: We check the status of compliance of your LLC to determine any issues. These include outstanding taxes or unresolved permits.

Notifying Stakeholders: We help draft and dispatch formal notices for creditors and other stakeholders ensuring you conduct yourself legally.

Professor’s Guidance: Our professional expertise guides us through every step and answers queries with structured advice.

With EasyFiling, you can simplify the dissolution process by avoiding the most common complications. This way, you can ensure that the submission is smooth and does not have any issues. Book a free consultation today to dissolve an LLC in Oregon.

Frequently Asked Questions (FAQs)

1. How long does an LLC dissolution take in Oregon?

The online submission of Articles of Dissolution is usually processed in 1 to 2 business days. Mailed submissions take longer depending on the processes at hand.

2. After submitting, Can I cancel the dissolution?

Yes, you can cancel the dissolution within 120 days. You must submit the Statement of Revocation of Dissolution to cancel the dissolution.

3. What issues will I face if I do not dissolve my LLC legally?

If you don’t legally dissolve your LLC, you may incur ongoing legal and tax obligations and penalties. Moreover, creditors can file claims against the LLC which has legally ceased operations.

4. Is a lawyer essential in the dissolution of the LLC?

You are not required to have a lawyer present, however, it is prudent to speak with an LLC attorney to lessen the risk of errors and ensure correct process completion.