How to dissolve a corporation in Oregon

What does it cost to dissolve a corporation in Oregon?

Two numbers drive the cost of an Oregon dissolution. The first is the Oregon Secretary of State Corporation Division filing fee for Articles of Dissolution, commonly in the range of about $100, though the state adjusts its schedule, so treat that as an estimate and confirm the current figure. The second is our service fee if you would rather not deal with it: $99 for a corporation that never really traded and $399 for one that operated and needs its IRS and state tax accounts closed, with the state fee passing through at cost.

The cost that catches people out is the ongoing obligations. Every active Oregon corporation owes an annual report to the Corporation Division and is subject to Oregon's corporate excise or income tax through the Department of Revenue, and those keep accruing until the entity is formally dissolved. Miss the annual report long enough and the state can administratively dissolve the corporation. Dissolving deliberately is how you stop the meter.

Fees and form names change, and corporation fees can differ from LLC fees in the same state; we confirm the exact current figure with the Corporation Division before filing. See a fuller breakdown of what dissolution costs by state.

How do you dissolve an Oregon corporation, step by step?

The order matters more than any single step. A corporation carries a governance structure the law expects you to follow, and the tax cleanup runs on its own clock. Here is the sequence that avoids the expensive mistakes:

1. Board resolution to dissolve. The board of directors formally recommends dissolution and adopts a plan of liquidation, recorded in a resolution.
2. Shareholder approval. The shareholders vote to approve, recorded in the minutes or a written consent. This two-step approval is the corporation's signature requirement.
3. File Articles of Dissolution. Submit the dissolution document to the Oregon Secretary of State Corporation Division with the filing fee.
4. File IRS Form 966 within 30 days. The Corporate Dissolution or Liquidation form, due within 30 days of adopting the resolution or plan.
5. Wind up and close DOR accounts. Notify creditors, settle debts, distribute remaining assets, file final Oregon returns, and close excise/income and payroll accounts.
6. Close the IRS account. Mark the final federal return final and close the IRS business account tied to your EIN.
7. Cancel everything else. Local licenses and permits, assumed business names, foreign registrations in other states, and the registered agent.

How do the board and shareholders approve dissolution?

This is the step that most distinguishes closing a corporation from closing an LLC, and it is the legal foundation for everything after it. First, the board of directors adopts a resolution recommending that the corporation be dissolved, usually together with a plan of liquidation describing how the company's assets will be handled. Second, the shareholders vote to approve, in most cases a majority of the outstanding shares, though the articles or bylaws can set a higher threshold.

Whichever route you take, record both the board resolution and the shareholder approval in writing. The minutes or written consents are what prove the dissolution was authorized. Even if you are the sole director and sole shareholder, both steps still apply, you adopt the board resolution and sign the shareholder consent, both on paper. It feels like a formality when it is one person, but that written record is exactly what keeps the dissolution clean and unchallengeable later.

Which document do you file, and where?

Oregon corporations file their dissolution with the Oregon Secretary of State Corporation Divisionthe office that maintains the state's business register. The document is generally styled Articles of Dissolutionfiled through the Corporation Division's online system or by mail. Because Oregon updates its forms and portal, confirm the current version and the exact fee at filing time rather than relying on an older PDF.

The Articles of Dissolution is the filing that tells the state the corporation is ending, paired with the state's filing fee. This is a different track from an LLC, which files its own dissolution paperwork, see how the state handles the entity you actually have on dissolving an Oregon LLCand how the generic document compares on the corporation guide.

The corporate excise tax and your state account

Oregon imposes a corporate excise tax on corporations doing business in the state (and a corporate income tax on some others), administered by the Department of Revenue. A dissolving corporation must file its final Oregon return with the final box checked and settle any balance due, including the state's minimum tax where it applies. Because the Department of Revenue and the Corporation Division are separate offices, filing your dissolution does not automatically close your state tax account, the final return does that, along with closing any payroll or transit-tax registrations.

This is why the timing of your closure has real value. Every year the corporation remains registered is another year of annual report obligations and potential minimum-tax exposure. Settling the tax side and filing the Articles of Dissolution together is what stops the state clock cleanly. If your Oregon corporation was already administratively dissolved for missed reports, you can still complete a proper wind-up, read more on administrative dissolution.

Form 966 and final returns

Two federal steps sit on top of the state filing. First, IRS Form 966“Corporate Dissolution or Liquidation,” is filed with the IRS within 30 days after the resolution or plan to dissolve is adopted. It reports the decision to dissolve and the plan of liquidation. Because the 30-day clock runs from the approval, not from your state filing, it is easy to file with Oregon, feel finished, and forget Form 966 entirely. Do not skip it.

Second, the corporation files a final federal income tax return with the “final return” box checked, Form 1120 for a C-corp, Form 1120-S for an S-corp, plus any final employment tax returns if it had employees. Checking the “final” markers is what tells the IRS to stop expecting returns. We cover both alongside the other federal steps on the final tax return page. Handle winding-up in the right order: creditors before shareholders, and if the corporation is insolvent or facing contested claims, that is the point to bring in an attorney, see dissolving with debts.

How long does it take in Oregon?

The paperwork itself is quick, a day or two to prepare the board and shareholder approvals and the Articles of Dissolution correctly. After that, you are waiting on the Corporation Division's processing queue, which fluctuates, plus the independent federal timeline for Form 966 and the IRS account closure.

Processing times vary with the state's queue; we confirm the realistic current window before filing. See how long dissolution takes.

What about your EIN and the IRS account?

Filing Articles of Dissolution closes the Oregon entity. It does not touch your federal tax life. The IRS does not cancel an EIN, the number is permanent and is never reassigned to another business, so what you actually do is close the IRS business account behind it, with a short letter giving the corporation's exact legal name, EIN, address and reason. The IRS will not close that account while any final returns are outstanding, and the Oregon filing gives the IRS no signal at all.

Rather have your Oregon corporation closed properly?

Closing an Oregon corporation the right way means the board and shareholder approvals are recorded, the Articles of Dissolution are correct and accepted by the Corporation Division, the Department of Revenue accounts are closed with final returns, Form 966 lands inside its 30-day window, and the IRS account is closed, nothing left open. That is the whole job. If you are not sure whether your corporation needs Complete Closure or something lighter, a specialist is on WhatsApp 24/7 and will tell you straight.

This page is general information about dissolving a corporation in Oregon, not legal or tax advice. Final-year corporate tax, insolvency, and contested claims can have significant consequences, confirm your specific situation with a qualified attorney or tax professional before you act.