If you have decided to close your business in Oregon, you need to understand that the state implements a process that you need to follow. It is necessary to ensure that the company follows the procedure to end its activities properly. This way, you will prevent yourself from encountering legal problems in the future.
What Is Oregon Dissolution?
The process that a company has to go through to close its business formally is dissolution. It is when a business owner ends the operations of the company and deals with the remaining obligations.
Why Does A Company Dissolve?
Why do companies need to dissolve? – When you organized your company in Oregon, you went through a process involving the filing of paperwork to register it with the state. Likewise, the state requires companies to file paperwork to close their businesses. The filing will inform the state that the company will no longer be in business and will not have any more liability to pay annual fees and taxes.
Who makes the decision to dissolve? – The approval of members is necessary to dissolve an LLC in Oregon. Meanwhile, the board of directors of a company should draft and approve a resolution. The final decision will lie on the shareholders’ vote on the said resolution. Make sure the company has a record of the decision in its books.
How long does it take to dissolve a business? – The time frame to finish the whole process may take days or weeks. It will depend on how long it will take your company to deal with all its responsibilities. As for the state, it normally takes a week to process dissolution filings.
What Happens If Your Company Does Not Formally Dissolve?
Your company will continue to exist until it files for dissolution with the state. Thus, it will continue to be responsible for filing annual reports and paying for business taxes. Additionally, your company will still be vulnerable to claims.
Steps To Dissolve Your Business
Business entities in Oregon have to go through certain steps to dissolve formally.
1. File Articles of Dissolution with the state – Oregon LLCs that want to dissolve have to provide a completed form known as Articles of Amendment/Dissolution – Limited Liability Company. Corporations have to use the Articles of Dissolution – Business/Professional form. File the proper form by mail, fax, or in-person with the Secretary of State. Filing by fax requires a Fax Cover Sheet.
2. Remove all liabilities and obligations – Liquidate all the assets of the company and settle its obligations depending on the rights and interests. You also have to take care of lawsuits, actions, and proceedings if there are any. Dispose of or transfer the properties and distribute the remaining assets according to interests and rights.
3. Give notice to any claimants – Sending a notice to claimants may help limit your liability and let you distribute assets safely. Make sure the notice includes information on where and until when they can submit claims. You may also publish a notice in a newspaper to inform unknown claimants about the dissolution of your Oregon company.
4. Tax clearance – Business entities in Oregon do not have to obtain tax clearance to dissolve. However, your company has to settle all its taxes and fees. For federal tax purposes, you should also indicate in your company’s IRS form that it will be its final tax return.
5. Close all bank accounts, credit lines, permits, and licenses – You have to close all accounts under the name of your Oregon company to prevent any liability and obligations that may possibly lead to legal problems in the future. Furthermore, your company has to cancel its permits and licenses. Failure to do so may lead to fiscal obligations or reporting.
How DoMyLLC can assist with streamlining the process
The process of dissolution may be too much for a person to handle. You may need the services of an expert to help you deal with each step. If you wish to have a personalized solution that is suitable for the needs of your company in Oregon, contact DoMyLLC now.
Oregon Dissolution FAQs
Your company will have to pay for the $100 filing fee. If you want to receive a confirmation copy, you can request for one. Pay for an additional $5.
No, your company does not need to secure a tax clearance.
Normal processing takes about a week. If you file in person and deliver it to the customer service desk, the processing time will be a day. If you have submitted by fax, the state will process the documents for a week.
Once the state processes your company’s documents, your business name on the business registry of the Secretary of State will show that it is dissolved, Thus, another entity can take it immediately.
Oregon Business Resources:
Oregon Office of Secretary of State
Public Service Building, Suite 151, 255
Capitol Street NE
Salem, OR 97310