Involuntary Dissolution in Oregon, Explained
If your business is listed as “inactive” in Oregon, it may mean that it’s been involuntarily (or “administratively”) dissolved by the state. Here’s what to know:
What is involuntary dissolution in Oregon?
Involuntary dissolution (called “administrative dissolution” in Oregon) means the Oregon Secretary of State’s office has listed your business as “inactive.” (In some states this is called “automatic dissolution.”) Being listed as “inactive” means your business isn’t officially recognized by the state, which can make it difficult to get loans or expand your business into other states.
Why was my OR business involuntarily dissolved?
Usually, a company will get administratively dissolved for not filing its Oregon Annual Report. That said, according to Oregon state law (ORS § 63.647, § 60.647, § 65.647), business can be administratively dissolved for a few different reasons, including:
- No annual report filed
- Failure to pay annual report fees
- Not complying with an order from the Secretary of State
- Not complying with an order from the Department of Revenue
- No registered agent on file
- Failure to report the change, resignation, or discontinuation of a registered agent
- The company’s “period of duration” has expired, according to what was listed in its formation documents
Administrative dissolution is not uncommon. However, you’ll want to make sure to resolve your situation so you can get your business back in good standing with the state.
How do I reverse involuntary dissolution in OR?
In most cases, you can get your business back up-and-running with an “active” status by filing for reinstatement with the Oregon Secretary of State. To find out what actions you may need to take, go to Oregon’s Business Registry Online Renewal and enter your email and business registration number. Here, you’ll be able to confirm whether your business is eligible for reinstatement, then update your business information accordingly.
For more information about reinstating an LLC, see Northwest’s page: How to Reinstate an Oregon LLC.
When can I reinstate my business in Oregon?
If your business has been administratively dissolved in Oregon, you can reinstate it at any time. Corporations and LLCs may do so online using Oregon’s Business Registry Web Renewal, and all other business entities must do so by submitting the paper form. For detailed instructions, check out the secretary of state’s Reinstate a Business page.
