How to Reinstate an LLC in Oregon

How reinstatement works in Oregon

An Oregon LLC that is administratively dissolved for a missed renewal can usually reinstate online through the Business Registry, as long as the dissolution happened less than five years ago. The owner enters the registry number on the renewal page, follows the reinstate link, updates the record, and pays a reinstatement fee together with the annual fee for every year that was skipped. Under ORS 63.654 the application must identify the dissolution date and show that the grounds for dissolution are gone. The LLC's name must still be available; if another business took it, a name change is required before reinstatement. After five years, reinstatement is still possible only through a waiver request with special forms and proof that the company kept operating, handled directly by the Corporation Division. Once granted, reinstatement relates back to the dissolution date, so the LLC is treated as if it had never been dissolved.

Steps to reinstate an Oregon LLC

1. State the LLC's name and the effective date of the administrative dissolution
2. State that the grounds for dissolution no longer exist, which means bringing all missed annual reports current
3. Pay the reinstatement fee plus every missed annual fee
4. Confirm the LLC's name is still available, or change the name as part of reinstatement
5. Meet current registered agent and address requirements
6. Form to use: Application for Reinstatement (generated through the Business Registry renewal page).
7. Most LLCs dissolved less than 5 years reinstate online: enter the registry number on the Business Registry Online Renewal page, choose the reinstate link, update the information, and pay by card. Alternatively, print the generated reinstatement forms, sign them, and mail them with the fee to the Corporation Division, 255 Capitol St. NE, Suite 151, Salem, OR 97310.

Processing: Online filings typically begin review within one business day; the confirmation and filed copy are emailed when complete.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

A reinstatement fee (reported as $100 for a domestic LLC) plus the annual renewal fee for every missed year ($100 per year domestic, $275 per year foreign). Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Effect: Yes. Under ORS 63.654(3), reinstatement relates back to the effective date of the administrative dissolution, and the LLC continues as if it had never been dissolved.
• Your LLC name: The name is not held for a dissolved LLC; if another business has registered it, the LLC must change its name to reinstate.

The most common cause is a missed Annual Report. See the Oregon Annual Report guide for deadlines so it does not happen again.

Reinstatement in Oregon and nearby states

Mistakes that slow down an Oregon reinstatement

• Paying only the current year's renewal, which does not reactivate an inactive LLC without the reinstatement filing and every missed annual fee.
• Waiting past the five-year mark, after which the simple online reinstatement is unavailable and a waiver with proof of continued operation is required.
• Not checking name availability first, since a name taken by another business forces a name change during reinstatement.