To close a business in Oregon, you need to formally vote to dissolve, wind up your obligations to creditors and employees, file Articles of Dissolution with the Oregon Secretary of State along with a $100 fee, and then close out your federal, state, and local tax accounts. Skipping any of those steps can leave you paying license renewals, penalty wages, or tax notices for an entity you thought was long gone.
Vote to Dissolve and Notify Creditors
Nothing else you do is valid until the owners formally authorize the dissolution. For an LLC, the members vote according to the operating agreement. For a corporation, the board adopts a resolution and the shareholders approve it. Follow whatever your governing documents require, and put the result in writing. The date of that vote goes on the state filing later.
Once the decision is on paper, send written notice to every creditor you know about. Oregon, like most states, gives creditors a window (commonly 120 days) to file claims after receiving notice, and creditors who never get direct notice may have longer. Your notice should include a claim deadline, a statement that late claims will be barred, and a mailing address for submissions. After claims are handled, liquidate the business assets, pay the debts, and distribute anything left to the owners according to the operating agreement or bylaws.
Pay Final Wages on Time
Oregon’s final paycheck rule is stricter than federal law. When you terminate an employee or close the business, all earned and unpaid wages are due no later than the end of the next business day after the termination date.1Oregon Public Law. ORS 652.140 – Payment of Wages on Termination of Employment If an employee quits with at least 48 hours’ notice, final wages are due immediately. Oregon imposes penalty wages on late employers, so a shutdown involving several employees at once needs to be planned around this deadline, not improvised.
If your business has 100 or more employees and a permanent shutdown will cost 50 or more jobs at a single site, the federal WARN Act requires at least 60 days’ written notice to affected workers before closing.2Office of the Law Revision Counsel. 29 USC Ch. 23 – Worker Adjustment and Retraining Notification Missing that notice can make the company liable for back pay and benefits for each day of the violation.
On health coverage: COBRA continuation applies only if a group health plan still exists. If the company ends its group plan entirely as part of the closure, there is no plan to continue and COBRA is not available.3U.S. Department of Labor. FAQs on COBRA Continuation Health Coverage for Workers
File Articles of Dissolution With the Secretary of State
The filing that legally ends your entity is the Articles of Dissolution, submitted to the Oregon Secretary of State’s Corporation Division.4Oregon Secretary of State. Close a Business LLCs and corporations each have their own form, downloadable from the Secretary of State’s site. The fee is $100. Oregon does not accept online filing for dissolution, so you submit by mail, fax, or in person. Fax submissions require the state’s designated cover sheet.
The form asks for the exact legal name of the business, the state registry number, and the name and mailing address of the person handling the wind-up (that person becomes the contact for anything that comes up after dissolution). You also confirm that the business has paid or made adequate provision to pay all known debts and liabilities, and you provide the date the dissolution was authorized. That date can be the current date or a past date, but not a future one.5State of Oregon. Articles of Dissolution Form Instructions – Corporation
Take the debt confirmation seriously. Signing that line tells the state your obligations are handled, and it will not shield you if legitimate creditors surface later with claims you ignored. Mail and fax filings typically process in about a week; in-person filings in Salem can be same-day. When the filing is accepted, the registry updates to “dissolved” and the state sends a written acknowledgment.
Close Federal Tax Accounts
The state dissolution does not close your IRS accounts. File a final federal income tax return for the entity type you had. Corporations file Form 1120 with the “Final return” box checked.6Internal Revenue Service. Instructions for Form 1120 (2025)7Internal Revenue Service. About Form 1065, U.S. Return of Partnership Income8Internal Revenue Service. Partner’s Instructions for Schedule K-1 (Form 1065) Corporations also file Form 966 (Corporate Dissolution or Liquidation) with the IRS within 30 days of adopting the dissolution resolution.
If the business had employees, file a final Form 941 for the last quarter you paid wages. Check the final-return box on line 17, enter the last date wages were paid, and attach a statement naming the person keeping the payroll records and where they are stored.9Internal Revenue Service. Instructions for Form 941 File a final Form 940 for federal unemployment tax the same way: check box “d,” complete the applicable lines, and attach the same payroll-records statement.10Internal Revenue Service. Instructions for Form 940
After the final returns are in, send the IRS a letter asking that the business account tied to your EIN be closed. The EIN itself is permanent, but closing the account stops the IRS from expecting future filings.
One warning about the wind-down itself: the IRS treats each liquidated asset as its own sale, with gain or loss figured item by item.11Internal Revenue Service. Sale of a Business Selling off depreciated equipment and inventory can generate a tax bill even when the business was unprofitable. Talk to a tax professional before you start selling assets.
Close Oregon and Local Tax Accounts
File final state returns with the Oregon Department of Revenue. If the business has a Business Identification Number (BIN), also file the Oregon Combined Payroll Tax Business Change in Status Form (150-211-156).12Oregon Department of Revenue. Oregon Combined Payroll Tax Business Change in Status Form, 150-211-156 That single form notifies the Department of Revenue, the Employment Department, and the Department of Consumer and Business Services at once.13Oregon.gov. Oregon Combined Payroll Tax Business Change in Status Form, Instructions 150-211-156-1 File a final Form OQ for quarterly payroll taxes, including the statewide transit tax, and note any TriMet or Lane Transit District closures on the Change in Status form.
Businesses in Portland, Multnomah County, or the Metro district have one more step: file an Out of Business Notification Form with the Portland Revenue Division to close city and county tax accounts. It can go in with your final local return or on its own.14Portland.gov. Close Your Revenue Division Tax Account
Terminate Any Retirement Plan
If the business sponsored a 401(k), SEP-IRA, or other retirement plan, you cannot simply stop contributing. Federal rules require a formal termination.15Internal Revenue Service. Terminating a Retirement Plan Amend the plan to set a termination date, stop contributions, and authorize distribution of all benefits. Fully vest every participant with a balance as of the termination date regardless of the normal vesting schedule. Send participants written notice of the termination along with a rollover notice explaining their distribution options. Distribute plan assets as soon as administratively feasible, generally within 12 months. Then file a final Form 5500 for the plan’s last year.
File a Final BOI Update With FinCEN
Dissolution does not automatically end your Beneficial Ownership Information obligation. If your company existed at any point after January 1, 2024, and was a reporting company under the Corporate Transparency Act, it likely had a BOI report on file with FinCEN. When previously reported information changes, including when the company ceases to exist, an updated report must be filed within 30 days.16FinCEN.gov. Frequently Asked Questions Put this on the dissolution checklist so it does not slip through after the entity is closed and the people who know about it have moved on.
Cancel Licenses, Accounts, and Contracts
Cancel every state and local business license and permit. The Secretary of State specifically recommends checking with your local municipality about closure requirements and deciding whether to terminate any Construction Contractors Board license or professional and industry licenses.4Oregon Secretary of State. Close a Business Licenses left active keep generating renewal fees and possible penalties on an entity you consider closed.
Close the business bank accounts and cancel company credit cards. Dormant accounts pick up maintenance fees and invite unauthorized use. Notify insurance carriers so policies do not auto-renew. Contact vendors with ongoing service contracts to terminate agreements formally, and give as much notice as possible on anything with an early-termination clause.
Keep the Records
Closing does not mean shredding. Federal retention periods keep running after dissolution:
- Employment tax records: at least four years after the tax becomes due or is paid, whichever is later.17Internal Revenue Service. How Long Should I Keep Records
- Income tax records: at least three years from the filing date, or six years if the return underreported income by more than 25%.
- OSHA injury and illness records: five years past the end of the calendar year they cover for the OSHA 300 Log, annual summaries, and 301 Incident Report forms.18Occupational Safety and Health Administration. 1904.33 – Retention and Updating
Store the files somewhere secure and make sure the person you named on your final tax returns as the payroll records custodian can actually put hands on them if the IRS or a state agency asks.