Oregon Foreign Registration / Withdrawal
Withdrawing a foreign LLC from Oregon
A foreign LLC leaves Oregon by applying for withdrawal, which costs $275, and a corporation pays $275. Authority ceases when the Secretary of State files the application. Our charge to prepare it is $199.
Leaving at a glance
| Filing | Foreign LLC Amendment/Withdrawal |
|---|---|
| Fee | $275 |
| Law | ORS 63.734 |
| Effect | Authority ceases when the Secretary of State files it |
| After | A commitment to report address changes for 5 years |
| Corporation | Foreign Corporation Amendment/Withdrawal, $275 |
When to withdraw
Leave when Oregon work has ended for good. Staying authorized costs $275 a year, and an LLC that stays on the books without filing its report risks revocation after notice. Withdrawal costs $275 once.
What the application states
Five statements make up the application: its name and home state; that it has stopped transacting business in Oregon and surrenders its authority; that its agent's authority is revoked and the Secretary of State takes over as its agent for claims arising during that time; a mailing address for those papers; and a promise to report changes to that address for 5 years.
The five-year duty
The address commitment is easy to overlook. For 5 years after withdrawal the LLC promises to keep Oregon informed of its mailing address, because that is where the Secretary of State forwards any legal papers served on it. Choose an address that will keep receiving mail.
How it differs from a lapse
An LLC that simply stops filing is not withdrawn. After notice of the unfiled report, the LLC has 45 days to fix it; then Oregon revokes the authority, turns the Secretary of State into the agent for claims from that period and ends the registered agent's role. The LLC may later reinstate within 5 years, but only if the grounds are fixed and the name is still available.
Settle these first
Collect Oregon receivables, and if a lawsuit may be needed, file it while the LLC still holds authority. Choose the process address. Final filings for Oregon tax and employer accounts go to the agencies that keep them.
What happens to claims after you leave
Withdrawal does not erase claims from the time the LLC was authorized. The application appoints the Secretary of State as the LLC's agent for those claims and names a mailing address to which the person starting the proceeding can mail the papers. That is why the address must stay current for 5 years.
Withdrawing with a pending report
If an annual report is overdue when you decide to leave, tell us before filing. The report and the withdrawal are separate filings with separate fees, and revocation may already be in motion.
When not to withdraw yet
Hold off while the LLC may still need to enforce Oregon contracts in court. An LLC that has withdrawn and is again transacting business without authority is back in the position described on the penalty page.
Choosing the mailing address with care
Do not use the address of a registered agent you are about to part with, or of an office you are closing. Pick an address that will still receive mail in five years, and write down who is responsible for forwarding it.
Document checklist for withdrawal
The LLC's exact name and Oregon record details, the home state, the mailing address for process papers, and a person authorized to sign. Nothing from the home state is needed.
Withdrawal and Oregon taxes
Withdrawal ends the LLC's Oregon authority to do business. It is not a tax filing. Tax and employer accounts stay with the agencies that keep them.
Corporations and nonprofits
A foreign corporation withdraws on the same terms for $275, and a foreign nonprofit for $50.
The cost of each way out
| Route | Oregon fee | What follows |
|---|---|---|
| Withdraw now | $275 | Five years of address reports, no more annual fees |
| Register, file once, withdraw | $825 | One annual report paid first |
| Let it lapse | Annual fees unpaid, then revocation | Reinstatement is possible only within five years |
An LLC that registered and withdrew inside its first year paid $550 in state fees.
Withdrawing through us
Confirm Oregon work has ended
No further Oregon activity is planned.
Choose the mailing address
One that will receive mail for five years.
Confirm the Oregon record
We check the name and registry details on file.
An authorized person signs
The application.
We file
With the $275 fee.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Withdrawal questions
Can the LLC withdraw if it owes fees?
Talk to us first. Unpaid annual fees are a ground for revocation.
Is withdrawal cheaper than annual reports?
One $275 filing ends the yearly $275 reports.
What if we missed a report first?
Oregon may already have started revocation; talk to us before filing.
Does the withdrawal end Oregon tax duties?
No. Other agencies keep tax accounts.
Can we come back?
Yes, with a new application and fee.
Our fee and Oregon's
Register in Oregon
$275 Oregon fee + $199
Oregon's fee is $275. It appears on its own line at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
$199
Oregon Foreign Registration
- The Oregon application filled in from your answers
- Your name checked against Oregon records first
- An Oregon registered agent, ours or yours
- The authority record returned when Oregon issues it
- Renewal: after the first year, the agent service renews at $149 a year
Sources
- Oregon Business Registry fee schedule
- ORS 56.140, Secretary of State business registry fees
- Oregon Secretary of State, foreign LLC forms
- ORS 63.734, withdrawal of foreign limited liability company
- ORS 60.734, withdrawal of foreign corporation
- ORS 63.737, grounds for revocation
- ORS 63.741, procedure for and effect of revocation
- ORS 63.747, reinstatement of authority
- Oregon Secretary of State, reinstate a business
- ORS 63.704, consequences of transacting business without authority
Ready to register in Oregon?
Order now and we start with the name check.