Oregon: Corporation Voluntary Dissolution and Closure Requirements
The short answer
An Oregon corporation ordinarily uses a board proposal and approval by a majority of all votes entitled to be cast, then files $100 Articles of Dissolution with the Secretary of State. A corporation with no issued shares and no commenced business has a narrower majority-incorporator or initial- director route. The corporation continues for winding up; the claim-notice procedures are optional, and dissolution may be revoked within 120 days.
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This is the general rule in Oregon. Ask about your specific facts and see which parts of current Oregon law apply, with citations to the statutes.
| Governing law, entity, and route scope | Oregon Business Corporation Act, ORS Chapter 60, administered by the Secretary of State Corporation Division. Ordinary domestic routes are incorporator/initial-director dissolution, unanimous shareholder-only dissolution, or board proposal plus shareholder approval; administrative, judicial, and foreign-withdrawal routes are separate (ORS 60.621; 60.624; 60.627; 60.661; 60.734; 60.952) |
|---|---|
| Pre-share or pre-business simplified route | Available only if both no shares have issued and business has not commenced. A majority of incorporators or initial directors authorizes; no debt may remain unpaid. Articles state name, incorporation date, both eligibility facts, no unpaid debt, and majority authorization (ORS 60.621; current SOS form) |
| Board proposal, recommendation, and conditions | Board proposes dissolution and recommends it unless conflict or special circumstances justify no recommendation and the basis is communicated. The board may condition submission. Revocation uses the same authorization method unless the original authorization reserved board-only revocation (ORS 60.627; 60.634) |
| Shareholder notice, vote, consent, and groups | Notify every shareholder, voting or not, 10-60 days before the meeting and state the dissolution purpose. Unless articles or a board condition requires more or group voting, approval is a majority of all votes entitled. A separate shareholder-only route requires all shareholders' written consent; general written action defaults to all entitled voters but articles may permit the meeting-equivalent threshold, with advance or prompt notices (ORS 60.211; 60.214; 60.624; 60.627) |
| Dissolution filing, signer, fee, and effect | Articles state name, authorization date, vote figures and sufficiency, and separate voting-group figures if required. Chair, president, another officer, pre-board incorporator, court fiduciary, or authorized agent may sign under the identity-focused perjury declaration. Current paper form also asks for registry number, route, mailing address, signer name/title, and $100; dissolution occurs when the filing becomes effective, with a statutory delay of up to 90 days (ORS 60.004; 60.011; 60.631; ORS 56.140; SOS form) |
| Reports, tax clearance, and agency steps | No tax-clearance certificate, final return, good-standing certificate, or annual-report proof accompanies the articles under the statute or current form. Filing and revocation each cost $100. SOS separately says payroll registrants should file the Business Change in Status Form with Revenue/Employment and local or industry licenses require separate closure steps (ORS 56.140; SOS form and closure guidance) |
| Winding up, liabilities, and distributions | Dissolved corporation continues its existence but only for winding up: collect assets, dispose of property, discharge or provide for liabilities, distribute the remainder by shareholder interests, and complete necessary acts. Title, shares, governance rules, suits, pending proceedings, and registered-agent authority continue (ORS 60.637) |
| Known, unknown, and contingent claims | Both procedures are optional. Known-claim notice gives at least 120 days to submit and 90 days after rejection to sue; contingent and later-event claims are excluded. One county publication creates a five-year bar for covered unnotified, unacted-on, contingent, and later-event claims, but insurance-asset claims remain governed by other limitation periods. Unbarred claims reach undistributed assets or capped liquidation distributions (ORS 60.641; 60.644; 60.645) |
| Revocation, termination, and survival | Revoke within 120 days by the original authorization method unless board-only action was reserved; file $100 Articles of Revocation. Effect relates back and business resumes as if dissolution never occurred. Chapter 60 states no later voluntary termination filing or fixed survival period; corporate existence, property title, governance, agent authority, claims, and proceedings continue for winding up (ORS 60.634; 60.637; ORS 56.140) |
| Foreign, insolvency, and judicial boundaries | Domestic dissolution does not withdraw registrations elsewhere or close taxes, payroll, licenses, permits, contracts, titles, accounts, or assumed names. An Oregon-authorized foreign corporation separately applies to withdraw. A private close corporation's deadlock, illegal/oppressive/fraudulent conduct, or waste dispute proceeds under the judicial-remedies statute; insolvent-creditor claims and court-supervised voluntary dissolution also use judicial routes (ORS 60.661; 60.734; 60.952; SOS closure guidance) |
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Requirements one by one
Governing law, entity, and routes
ORS Chapter 60 gives an ordinary Oregon domestic business corporation three
consensual routes. ORS 60.621 is the narrow pre-operation route, ORS 60.624 is
the shareholder-only unanimous-consent route, and ORS 60.627 is the ordinary
board-proposal and shareholder-approval route. Filing the articles under ORS
60.631 is what dissolves the corporation; internal authorization alone is not
the public dissolution.
Pre-share and pre-business shortcut
The shortcut is cumulative, not alternative: no shares issued and no business
commenced. ORS 60.621 also requires no unpaid debt and authorization by a
majority of the incorporators or initial directors. The April 2026 form repeats
all of those facts, so a corporation that satisfies only one of the two activity
conditions must use another route.
Board proposal and shareholder action
Under ORS 60.627, the board proposes and ordinarily recommends dissolution. A
conflict or other special circumstance may justify no recommendation, but the
board must communicate its basis. Every shareholder receives 10-to-60-day
meeting notice under ORS 60.214, whether or not entitled to vote, and the notice
states the dissolution purpose.
The default approval denominator is a majority of all votes entitled to be
cast, not merely votes present or cast. Articles or a board condition may
require more or separate voting groups. ORS 60.624 separately permits
dissolution by written consent of all shareholders. For meeting action taken by
written consent, ORS 60.211 defaults to all entitled voters but permits articles
to use the meeting-equivalent threshold and requires the applicable advance or
prompt notices.
Articles, signer, fee, and effect
ORS 60.631 requires the corporation's name, authorization date, voting figures
and sufficiency, plus separate figures for each required voting group. ORS
60.004 allows the chair, president, another officer, a qualifying pre-board
incorporator, a court fiduciary, or an authorized agent to execute and requires
the signer's capacity and identity-focused declaration under penalty of perjury.
The current paper form asks for the registry number, route, mailing address, and
signer information and charges $100, consistent with ORS 56.140. The
corporation dissolves when the articles become effective. ORS 60.011 permits a
delayed effective time or date no later than the 90th day after filing; the
form's no-future-date instruction applies to the date dissolution was
authorized.
Tax and other agency steps
Neither ORS 60.631 nor the current form requires a tax-clearance certificate,
final-return attachment, good-standing certificate, or annual-report proof.
That does not close other accounts. The Secretary of State's closure guidance
says a corporation with employees or a payroll-withholding BIN should use the
Business Change in Status Form to notify Revenue and Employment and should
separately report closure to local or industry licensing authorities.
Winding up and claims
ORS 60.637 continues corporate existence for winding up. The corporation may
collect and dispose of assets, discharge or provide for liabilities, distribute
the remainder according to shareholder interests, and take other necessary
wind-up acts. Property title, corporate governance, suits, pending proceedings,
and registered-agent authority do not end merely because the articles became
effective.
The creditor procedures are safe-harbor options, not universal filing
prerequisites. ORS 60.641 permits written known-claim notice with at least 120
days to submit and 90 days to sue after rejection; contingent and later-event
claims fall outside that procedure. ORS 60.644 permits one county newspaper
notice and a five-year enforcement period for covered claims, while insurance-
asset claims remain subject to other limitation periods. Under ORS 60.645, an
unbarred claim may reach undistributed corporate assets or a shareholder's
liquidation distribution only within the statutory cap.
Revocation and survival
ORS 60.634 allows revocation within 120 days, ordinarily by the same method that
authorized dissolution. Board-only revocation works only if the original
authorization reserved it. Filed Articles of Revocation cost $100, relate back
to the dissolution date, and restore business as though dissolution had not
occurred.
Chapter 60 states no separate later voluntary termination filing or fixed
survival period. ORS 60.637 instead continues the corporation for winding up,
including its property, proceedings, governance, and registered-agent
authority.
What trips people up
Oregon's simplified route requires both inactivity facts. The form also
labels its date field as the date dissolution was authorized, not the filing's
effective date. Finally, the five-year published-claim rule is not an absolute
five-year survival cutoff: ORS 60.644 preserves the separate treatment of
insurance-backed claims, and ORS 60.645 still governs enforcement against
remaining assets and liquidation distributions.
Common questions
Does unanimous shareholder consent avoid a board proposal?
Yes. ORS 60.624 is a separate route allowing voluntary dissolution by the
written consent of all shareholders.
Does filing the articles immediately erase debts or lawsuits?
No. ORS 60.637 continues the corporation for winding up and expressly preserves
proceedings, while ORS 60.645 identifies assets and capped shareholder
distributions that may remain reachable for unbarred claims.
Is a newspaper notice mandatory?
No. ORS 60.644 says the dissolved corporation “may” publish. If it chooses the
procedure, the notice runs once in the specified county newspaper and starts the
five-year enforcement period for covered claims.
Does Oregon dissolution withdraw the corporation from other states?
No. ORS 60.734 separately governs withdrawal of a foreign corporation from
Oregon; each other jurisdiction's withdrawal process remains separate. Oregon
close-corporation deadlock, oppression, fraud, and waste disputes proceed under
ORS 60.952, which permits dissolution only if alternative remedies are not
sufficient. Insolvent-creditor and court-supervision cases proceed under ORS
60.661 rather than this consensual filing.
Statutes and sources
- Oregon Revised Statutes, ORS 60.004, 60.011, 60.211, 60.214, 60.621,
60.624, 60.627, 60.631, 60.634, 60.637, 60.641, 60.644, 60.645, 60.661,
60.734, and 60.952. Current official Chapter 60 text, accessed August 22, 2026:
https://www.oregonlegislature.gov/bills_laws/ors/ors060.html - Oregon Revised Statutes, ORS 56.140. Current official Chapter 56 fee
text, accessed August 22, 2026:
https://www.oregonlegislature.gov/bills_laws/ors/ors056.html - Oregon Secretary of State, Articles of Dissolution —
Business/Professional (4/26). Current form, accessed August 22, 2026:
https://sos.oregon.gov/business/Documents/business-registry-forms/dbc-dissolution.pdf - Oregon Secretary of State, Close a Business. Current closure guidance,
accessed August 22, 2026:
https://sos.oregon.gov/business/information-center/pages/close-a-business.aspx
Source links
Every statute quoted above, linked, with the date we checked it.
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