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Oregon is one of the few states that still mails every LLC a renewal notice — the Secretary of State's Corporation Division sends it about 45 days before your due date. That courtesy trains owners to treat the envelope as the deadline system. The statute takes the opposite view: ORS 63.787(3) says the notice goes to whatever address is in the state's current records, and that "the failure of the limited liability company to receive the annual report form from the Secretary of State does not relieve the limited liability company of the duty to deliver an annual report." Move offices without updating your registration and both halves of the trap close at once: no reminder arrives, and its absence is legally irrelevant. The report itself is due on your formation anniversary date — the exact date, not month-end — filed online through the Oregon Business Registry for $100 (domestic LLC; confirm the current amount inside the Registry before paying — the fee is set by the Corporation Division's schedule). There is no late fee. What follows a miss instead is quieter and worse: administrative dissolution.
| Item | Oregon LLC |
|---|---|
| What's due | Annual Report (called a "renewal") with the Secretary of State, Corporation Division (ORS 63.787) |
| Deadline | Your formation anniversary date, every year — the exact date the original filing was made, not the end of the month |
| Fee | $100 for a domestic LLC (per the Corporation Division's current schedule as reported in practitioner guides — the Registry shows the exact amount at checkout) |
| Reminder | Renewal notice mailed ~45 days before the due date, to the mailing address on record — but not receiving it is no excuse (ORS 63.787(3)) |
| Late fee | None. Oregon publishes no late-filing penalty for the LLC annual report — the first consequence is the dissolution track |
| Missed report | Statutory ground for administrative dissolution (ORS 63.647(2)). The Secretary of State sends written notice; you then have 45 days to fix it — after that the statute says the Secretary shall dissolve the LLC (ORS 63.651(2)) |
| Reinstatement | Within 5 years of administrative dissolution (ORS 63.654), retroactive to the dissolution date. Practitioner guides report the cost as a $100 reinstatement fee plus $100 per missed report — confirm with the Corporation Division |
| Beyond 5 years | Uniquely, the Secretary may waive the 5-year limit if you show evidence the company kept operating as an active concern the whole time (ORS 63.654(5)) |
| Where | Oregon Business Registry — online renewal · Find a business (check your anniversary date + status) · Corporation Division: 503-986-2200 |
One more statutory quirk: the information in your report must be current as of 30 days before your anniversary (ORS 63.787(2)) — and if the state bounces a report for missing information, you get exactly 45 days to correct and refile it (63.787(4)). Also note assumed business names (DBAs) run on a different clock entirely: they renew every two years, so an Oregon LLC with a DBA is juggling two different renewal rhythms.
In late-fee states, missing the deadline generates a bill, and the bill jogs the memory. Oregon skips that step. Nothing is added, nothing is invoiced — the file just goes quiet until the Secretary of State exercises ORS 63.647 (an unfiled report is ground #2; an unpaid fee is ground #1) and sends the ORS 63.651 notice. From that notice you have 45 days to file or show the ground doesn't exist; then dissolution isn't discretionary — the statute says shall. And because that dissolution notice travels by the same channel as the renewal reminder — the address in the state's records — the owner whose address is stale never sees either letter. A dissolved LLC continues to exist only to wind up its affairs (63.651(3)); it can't carry on regular business, and lenders, insurers, and counterparties who run an Oregon business search will see the status immediately. If that's where you are, the triage order is in what to do if you missed your annual report.
| Where you are | What it costs |
|---|---|
| On time (by your anniversary date) | $100 |
| Late, before the state acts | No late fee — file the overdue report and you're current |
| After the ORS 63.651 notice | 45 days to cure; otherwise the LLC is administratively dissolved |
| Within 5 years of dissolution | Reinstatement (ORS 63.654) — retroactive, as if dissolution never happened; guides report $100 + $100 per missed report |
| 5+ years after dissolution | Normally out of time — unless the Secretary grants the ORS 63.654(5) waiver on proof the business genuinely kept operating |
Oregon sits in an interesting spot among anniversary states. On the front edge it's strict like Massachusetts and Louisiana — the due date is your exact anniversary date, not month-end — and like its neighbor Washington it puts the no-notice-no-excuse rule in statute, though Washington at least charges a $25 delinquency fee that functions as a warning. On the back edge, Oregon is arguably the most forgiving state in the country: a five-year retroactive reinstatement window beats Utah's unforgiving two years and Louisiana's three, and the ORS 63.654(5) waiver — reinstatement beyond five years for a company that can prove it never stopped operating — has almost no analogue elsewhere. The trap, in other words, isn't the punishment; it's the silence between your anniversary date and the dissolution letter. Owners juggling an Oregon anniversary against fixed-date states can see both rhythms side by side in the 50-state table.
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