Oregon law requires written notification of the intent to dissolve a public benefit or religious nonprofit corporation at or before the time the corporation delivers articles of dissolution to the Secretary of State. The notification must include a detailed list of organizations or persons who will receive the nonprofit corporation's assets upon dissolution. The list must include names, addresses and amounts that are to be distributed to each beneficiary. A closing form is available below for this purpose.
Soliciting donations or otherwise operating as a public benefit corporation or other charitable organization in the State of Oregon without being registered with the Department of Justice is an unlawful trade practice which could result in substantial civil penalties.
Closing forms and reports should be mailed to: Charitable Activities Section, 1515 SW 5th Avenue, Suite 410, Portland, OR 97201.
Closing Form for Dissolving Oregon Corporations
Public benefit corporations must distribute all assets to an organization organized for a public or charitable purpose, a religious corporation, the United States, a state, or a person who is recognized as exempt under section 501(c)(3) of the Internal Revenue Code of 1986.
Please note that corporations organized in Oregon may not close their file with the Oregon Department of Justice until the corporation dissolves. Corporations which meet the registration requirements may not close their file regardless of whether the organization is currently active. Charitable organizations must submit any outstanding financial reports in connection with closing.
Closing a Foreign Corporation’s Registration File
A charitable corporation organized in another state may close its Oregon registration file if the organization no longer intends to solicit funds, receive payments, hold assets or otherwise conduct business in the State of Oregon.
In order to close its registration file, a foreign organization must provide written notice to the Charitable Activities Section in addition to a final report covering the fiscal period in which the written notice requesting closure of its file is received.
The notice may be provided in the form of a letter stating the last date in which the organization solicited funds or received other payments from Oregon residents, held assets and/or operated in this state. The foreign corporation must also certify that it does not intend to conduct such activities in the future.