Question 1

Do I need tax clearance from the Oregon Department of Revenue before dissolving my corporation?

Accepted Answer

No. Oregon requires no clearance certificate, no letter of good standing and no written revenue consent, and nothing is attached to the filing. ORS 60.631(1) sets out the complete contents of Articles of Dissolution and asks only for the corporate name, the date dissolution was authorized, and the vote figures if shareholders approved. The Secretary of State form carries no tax line. The word clearance does not appear anywhere in ORS chapter 60, ORS chapter 314 or ORS chapter 317. The Department of Revenue's only role in the dissolution chapter runs the other way: ORS 60.032(3)(a) lets its Director recommend that the Secretary of State dissolve a tax-noncompliant corporation administratively, and ORS 60.032(4)(d) makes a Department recommendation a condition of being reinstated afterward.

Question 2

Which form does Oregon use for articles of dissolution, and does it carry a form number?

Accepted Answer

One form, with no number. The Corporation Division publishes Articles of Dissolution - Business/Professional, revision stamp 4/26, and identifies it by title rather than by a numbered code. It runs to seven items: registry number, corporation name, the date dissolution was authorized with future dates not allowed, either the incorporator recital or the shareholder authorization, a mailing address, the execution block, and a contact name for questions. Oregon runs no two-step process, so there is no intent-to-dissolve or election-to-dissolve filing ahead of it, and no separate short form either. The route for a corporation that never issued shares is section 4 of the very same document.

Question 3

How much does it cost to file Oregon articles of dissolution, and is there an expedite fee?

Accepted Answer

The processing fee is $100 and there is no expedite fee to pay. The statutory trail is indirect, which is where filers get the number wrong: ORS 60.007 states no figure and sends you to ORS 56.140, and ORS 56.140 lists no line item for articles of dissolution, setting $100 for a domestic corporation's formation and annual report plus any other related document it files, and a $50 residual for everything else. The figure that actually governs is on the published Business Registry Fee Schedule and reprinted on the form itself, $100, matching every other domestic corporation line. Scanning that schedule for expedite and surcharge returns zero hits. Fast handling is bought from FedEx or UPS, not from the state.

Question 4

Who has to approve dissolving an Oregon corporation, and what vote does it take?

Accepted Answer

It depends which of the three statutory routes fits. If the corporation never issued shares and never commenced business, a majority of the incorporators or initial directors can authorize dissolution, and the articles must also state that no debt remains unpaid (ORS 60.621). If every shareholder signs, written consent of all of them is enough on its own (ORS 60.624). Otherwise the board must propose dissolution and recommend it, unless a conflict of interest or other special circumstance justifies making no recommendation, and the shareholders must then approve by a majority of all the votes entitled to be cast on the proposal unless the articles of incorporation or the board set a higher bar (ORS 60.627(2) and (5)). Notice of that meeting goes to every shareholder, voting or not, and must say dissolution is a purpose of it.

Question 5

Does Oregon require me to notify creditors before dissolving my corporation?

Accepted Answer

No. Both notice procedures are optional, and each buys a different kind of protection. ORS 60.641(1) provides that a dissolved corporation may dispose of known claims by writing to its known claimants after the effective date, describing what a claim must contain, giving a mailing address, and setting a deadline that cannot be fewer than 120 days from the effective date of that notice. A claimant who misses the deadline is barred, and one whose claim is rejected is barred unless suit follows within 90 days of the rejection notice. Contingent liabilities and claims arising after the effective date fall outside that section. Skipping the notice is lawful; the cost of skipping it is that known claims stay live.

Question 6

How long can claims be brought against a dissolved Oregon corporation?

Accepted Answer

Five years from publication, if the corporation publishes. ORS 60.644(2) requires the notice to run one time in a newspaper of general circulation in the county of the principal office, or of the registered office if the principal office sits outside Oregon, and to state that claims are barred unless a proceeding starts within five years of publication. That five-year wall catches claimants who got no written notice, claimants whose timely claims were never acted on, and contingent claimants. It has one hole. ORS 60.644(4)(a), added by Oregon Laws 2021 chapter 221, exempts any claim that insurance assets held for the corporation's benefit could satisfy, capping recovery at the available insurance proceeds instead of barring the claim. If the corporation never publishes, ORS 60.645(2) leaves an unbarred claim enforceable against each shareholder up to the lesser of a pro rata share or what was distributed to them.

Question 7

Where do I send Oregon articles of dissolution, and how fast are they processed?

Accepted Answer

To the Secretary of State, Corporation Division, Public Service Building, 255 Capitol St. NE, Suite 151, Salem OR 97310-1327. Three delivery routes are published. In person, the counter is open 8 a.m. to 5 p.m. Monday through Friday, and arriving by 4:00 p.m. gives the best chance of same-day processing. By fax, using the Credit Card Cover Sheet when a fee applies. By mail, allowing 7 to 10 days for delivery, with a check payable to Corporation Division. Email is not accepted for security reasons. Whether this particular filing can be submitted through the Oregon Business Registry online portal is TODO(source): the Corporation Division publishes an online route for information changes and annual report renewals, and does not say either way about dissolution.

Question 8

Can an Oregon corporation undo a dissolution after the articles are filed?

Accepted Answer

Yes, inside a tight window. ORS 60.634(1) gives the corporation 120 days from the effective date of dissolution to revoke it, authorized the same way the dissolution was unless the original authorization let the board act alone. Articles of revocation of dissolution then go to the Corporation Division, carrying the corporate name, the effective date of the dissolution being revoked, the date revocation was authorized, and the vote figures if shareholder action was needed. The fee is another $100 on the published schedule. ORS 60.634(5) makes the revocation relate back to the effective date of the dissolution, so the corporation resumes business as if the dissolution had never happened. After 120 days that door is shut and reinstatement rules, not revocation, govern.

Oregon Articles of Dissolution

Find out where you stand in Oregon

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

Oregon Requirements for Articles of Dissolution

No Department of Revenue Clearance or Consent

The Revenue Role Runs Toward Administrative Dissolution

One Unnumbered Form, One Step

The $100 Fee Is Not In The Statute

No Expedite Fee; Priority Comes From The Carrier

Majority Of All Votes Entitled To Be Cast

Elective Creditor Notice: 120 Days, Then 90

Five Years From Publication, Except For Insurance Claims

Frequently Asked Questions