There isn’t a single Oregon business change in status form. The Secretary of State’s Corporation Division handles status changes through several different filings, and the one you need depends on what you’re changing: a free Information Change updates your address, registered agent, or officers; Articles of Amendment change your business name or other provisions in your articles; Articles of Dissolution close a domestic corporation or LLC; and an Application for Withdrawal ends a foreign entity’s authority to do business in Oregon. All of the forms live on the Secretary of State’s website and can be filed online, by mail, by fax, or in person at the Salem office.
Which Form Matches Your Change
Pick the filing by the change you need to record:
- New address, new registered agent, or a change to officers, members, or managers: Information Change form (no fee).
- New business name, new stated purpose, or any other edit to your articles: Articles of Amendment.
- Closing a domestic Oregon corporation or LLC: Articles of Dissolution (LLCs use a combined Amendment/Dissolution form).
- Foreign entity ending Oregon operations: Application for Withdrawal.
- Entity was administratively dissolved and you want it back: Application for Reinstatement.
Before you start any of these, look up your entity in the Secretary of State’s Business Name Search and copy down your registry number and the exact legal name on file. Both go on the form, and any mismatch will get the filing rejected.
Information Change: The Free Update
Most routine status updates — a new principal office address, swapping in a new registered agent, adding or removing officers, members, or managers — go on the Information Change form and cost nothing to file.1Oregon Secretary of State. Corporation/Limited Liability Company – Information Change You can also skip the paper form by logging into the Oregon Business Registry, clicking “Information Change,” entering your registry number, and submitting the update online.2Oregon Secretary of State. Update Registration
Fill in only the fields that are changing and leave the rest blank. If you are replacing your registered agent, the new agent must have an Oregon street address (a P.O. box won’t do) and must consent to the appointment.
Articles of Amendment: Name Changes and Other Edits
A business name change, a change to your entity’s stated purpose, or any other modification to the articles of incorporation (or articles of organization for an LLC) requires Articles of Amendment. Oregon law lets a corporation amend its articles at any time to add, change, or delete any provision, so long as the amended articles would still be permitted under the Oregon Business Corporation Act.3Oregon State Legislature. Oregon Revised Statutes 60.431 – Authority
Each entity type has its own version of the form. For a name change, write the new name in Section 2. Because the business name is normally Article 1, the entry would read something like “Article 1 — new name is ABC Metals, LLC.”2Oregon Secretary of State. Update Registration The form also asks for the date the amendment was adopted and how it was approved. If shareholders voted, report the number of shares entitled to vote, the number cast for and against, and a statement that the vote met the required threshold.4Oregon State Legislature. Oregon Code 60.447 – Articles of Amendment If the board or incorporators adopted the amendment without a shareholder vote, state that shareholder action was not required.
Articles of Amendment carry a filing fee: $100 for domestic corporations and LLCs, $50 for nonprofits, and $275 for foreign entities.5Oregon Secretary of State. Business Registry Fee Schedule
Articles of Dissolution: Closing a Domestic Entity
Ending a domestic corporation’s legal existence in Oregon requires Articles of Dissolution, and the dissolution has to be properly authorized internally before you file. The usual path is for the board to propose dissolution and submit it to the shareholders, who approve it by a majority of all votes entitled to be cast.6Oregon State Legislature. Oregon Code 60 – Private Corporations All shareholders can also authorize dissolution by written consent, skipping a formal meeting. If the corporation never issued shares and never commenced business, a majority of the incorporators or initial directors can dissolve it on their own.
The Articles of Dissolution must include the corporation’s name, the date dissolution was authorized, and, if shareholders voted, the number of votes entitled to be cast and the total cast for and against, with a statement that the vote was sufficient.7Oregon Public Law. Oregon Code 60.631 – Articles of Dissolution The corporation is legally dissolved on the effective date of the filed articles. LLCs use a combined Articles of Amendment/Dissolution form that works the same way.8Oregon Secretary of State. Articles of Amendment/Dissolution – Limited Liability Company
Filing isn’t the end of your obligations. The entity still needs to settle debts, notify known creditors, distribute remaining assets, and file final tax returns before it is fully wound up. Oregon law allows claims against a dissolved corporation to continue for a period after dissolution, so skipping the creditor-notification step can leave owners exposed.
Application for Withdrawal: Foreign Entities Leaving Oregon
A foreign corporation — one incorporated outside Oregon — that no longer does business in the state files an Application for Withdrawal instead of Articles of Dissolution. The application states the entity’s name, its state of incorporation, that it has stopped transacting business in Oregon and surrenders its authority to do so, and that it revokes its registered agent’s authority.6Oregon State Legislature. Oregon Code 60 – Private Corporations It also requires a mailing address where anyone initiating legal proceedings can reach the entity.
Unlike domestic dissolution, the withdrawal form does not require a statement about board or shareholder approval. It just needs a signature from at least one authorized officer or director, declaring under penalty of perjury that the filing is true and complete.9Oregon Secretary of State. Application for Amendment/Withdrawal – Foreign Business/Professional
How to Submit the Filing
The Corporation Division accepts filings through four channels. Which one you pick usually comes down to how fast you need the change recorded.
- Online through the Oregon Business Registry. These filings are typically processed within one to three business days, and the system takes major credit cards for any fees owed.10Oregon Secretary of State. Business
- Mail, with a check or money order payable to “Corporation Division,” to 255 Capitol St. NE, Suite 151, Salem, OR 97310. Mail and fax filings run roughly six to eight business days behind online submissions.11Oregon Secretary of State. Contact Us
- Fax to (503) 378-4381. If a fee applies, include the Division’s credit card fax cover sheet with your payment information.12Oregon Secretary of State. Credit Card Fax Cover Sheet
- In person at the public service desk in the Salem office at the same Capitol Street address. Bring a check, money order, or credit card for any fees.
Once the filing is approved, the Division stamps the document and returns a copy as your official confirmation. Online filers get it electronically; paper filers get it in the mail.
Fees in One Place
Oregon’s business registry fees are set by statute and are nonrefundable, whether or not the filing is approved.13Oregon State Legislature. Oregon Code 56.140 – Fees; Waiver; Rules
- Information Change (address, agent, officers): no fee.
- Articles of Amendment, domestic corporation or LLC: $100.
- Articles of Amendment, nonprofit corporation: $50.
- Articles of Dissolution, domestic corporation or LLC: $100.
- Articles of Dissolution, nonprofit corporation: $50.
- Amendment or Withdrawal, foreign corporation, LLC, or limited partnership: $275.5Oregon Secretary of State. Business Registry Fee Schedule
- Amendment to Annual Report: no fee.
Documents not specifically listed in the fee schedule default to $50 each.13Oregon State Legislature. Oregon Code 56.140 – Fees; Waiver; Rules
If You Were Administratively Dissolved
If you skip an annual report, let your registered agent lapse, or fail to pay required fees, the Secretary of State can administratively dissolve your entity without your consent. The statutory triggers include failing to deliver an annual report when due, operating without a registered agent or registered office in Oregon, and letting a stated duration in the articles expire.6Oregon State Legislature. Oregon Code 60 – Private Corporations
Administrative dissolution isn’t a clean close. It doesn’t wind up your affairs or stop penalties from accruing, and the entity sits in a delinquent status visible to anyone searching the public registry.
To fix it, apply for reinstatement within five years of the dissolution date. The application states the corporation’s name, the effective date of the administrative dissolution, and that the grounds for dissolution either didn’t exist or have been corrected, meaning you’ve filed all overdue annual reports and paid all outstanding fees. If the Secretary of State finds the application complete and the entity’s name still meets Oregon’s naming requirements, the reinstatement takes effect retroactively, as though the dissolution never happened.6Oregon State Legislature. Oregon Code 60 – Private Corporations The Secretary of State may waive the five-year deadline if the corporation can show it continued operating as an active concern during the period of dissolution.
Don’t Forget the IRS
Dissolving with the state does not close your account with the IRS. Corporations that adopt a plan of dissolution or liquidation must file IRS Form 966 within 30 days of adopting that plan, not 30 days from the actual dissolution date.14Internal Revenue Service. About Form 966, Corporate Dissolution or Liquidation If the plan is later amended, a new Form 966 is due within 30 days of the amendment.
When you file the entity’s final federal income tax return, check the “final return” box on the form. That tells the IRS to stop expecting returns in future years. Skipping this step is a common mistake that triggers an automated notice the following year asking why no return was filed. C corporations owe their final return by the 15th day of the fourth month after ceasing business; S corporations and partnerships owe theirs by the 15th day of the third month after termination.