How to Reinstate an Administratively Dissolved LLC in Oregon

How it happened, and what the state did

What else you have to pay

The SOS states you pay a reinstatement fee plus the missed annual fee or fees. Annual renewal is $100 per year domestic and $275 per year foreign. The five-year window caps the exposure at five renewals. The number of years actually billed is not published, so the portal calculates the total at checkout.

What the LLC can and cannot do while it is dissolved

• Continues to exist but may not carry on any activities except those necessary or appropriate to wind up and liquidate. ORS 63.651(3).
• Can sue and defend. ORS 63.637(2) does not prevent commencement of a proceeding by or against the LLC in its own name and does not abate a pending proceeding.
• Registered agent authority is not terminated. ORS 63.651(4).

Does fixing it undo the gap?

Yes, with limits. ORS 63.654(3): reinstatement relates back to and takes effect as of the effective date of the administrative dissolution and the LLC resumes carrying on its business as if the administrative dissolution had never occurred.

Can someone take your LLC name?

The state does not hold your name. Oregon does NOT hold the name. A business of record with an inactive registration does not affect name availability, so a dissolved LLC’s name is open to anyone immediately. ORS 63.654(1)(c) requires the reinstatement application to recite that the name satisfies ORS 63.094, so if the name was taken the LLC must change it to reinstate.

How to reinstate an Oregon LLC

1. Check the entity’s current status first. Search your LLC on the Oregon SOS business database and read the exact status word the state shows. That word decides which filing you need, and filing the wrong one is a rejected filing and a lost fee.
2. Confirm you are still inside the deadline. ORS 63.654(1): apply within five years from the date of dissolution. ORS 63.654(4) lets the Secretary of State waive the limit on evidence of the LLC’s continued existence as an active concern. OAR 160-010-0310 requires a reinstatement application, a current annual report, the fee, and documentation such as a signed statement by a certified public accountant or licensed attorney, or tax or financial records. Over-five-year reinstatement is not an online filing and routes to the Corporation Division.
3. Fix the thing that caused it. The SOS states you pay a reinstatement fee plus the missed annual fee or fees. Annual renewal is $100 per year domestic and $275 per year foreign. The five-year window caps the exposure at five renewals. The number of years actually billed is not published, so the portal calculates the total at checkout. The application is not accepted until the underlying default is cleared.
4. File No named form. The state does not publish a standalone fee for this filing, so the portal calculates your total at checkout. Do not rely on a figure from a third-party site. It is filed through Oregon Business Registry online renewal portal.
5. Check that your name is still available. Oregon does NOT hold the name. A business of record with an inactive registration does not affect name availability, so a dissolved LLC’s name is open to anyone immediately. ORS 63.654(1)(c) requires the reinstatement application to recite that the name satisfies ORS 63.094, so if the name was taken the LLC must change it to reinstate.
6. Verify it on the state record, not in your inbox. Search the entity again on the Oregon SOS business database and confirm the status has changed. A confirmation email is not the record. While you are there, check that the address and the agent on file are ones you actually monitor, because that is where the next notice goes.