Oregon: LLC Annual and Biennial Report Requirements

Requirements one by one

Your deadline is your anniversary

Oregon ties the annual report to the LLC's own anniversary, not to one statewide date. Under
ORS 63.787(1), a domestic LLC (and a foreign LLC authorized to do business here) must deliver
an annual report "by the limited liability company's anniversary" each year. So the first
report is due by the first anniversary of the day the LLC was formed, and each year after that
on the same anniversary. The information in the report must be current as of 30 days before
that anniversary (§ 63.787(2)).

The Secretary of State mails a reminder form to the address on file, but the statute is
explicit that not receiving it "does not relieve the limited liability company of the
limited liability company's duty" to file (§ 63.787(3)). The duty runs on the calendar, not on
the mail.

The report is short and filed online

Section 63.787(1) lists what the report sets forth: the LLC name and the state or country
where it is organized; the registered office street address and the registered agent's name;
the principal office address; and any additional identifying information the Secretary requires
by rule. It is filed with the Secretary of State's Corporation Division, most easily online
through the Oregon Business Registry; a mailed renewal form is also available.

The fee is $100

The annual-report (renewal) fee is $100 (ORS 56.140(2); Oregon Business Registry renewal
fee, as of July 16, 2026). This is a Secretary of State filing and fee, separate from any
Oregon Department of Revenue tax return the business may owe.

There is no late fee — the risk is dissolution

Oregon does not charge a flat or per-day late fee for a late LLC annual report. Instead, the
consequence is structural: not delivering the annual report when due is a ground for
administrative dissolution, and so is failing to pay a fee when due (ORS 63.647(1)–(2)). A late
filing that is simply brought current avoids that path, but leaving it unfiled starts the
dissolution clock described next.

Administrative dissolution, then a five-year window to reinstate

When a ground exists, the Secretary of State gives the LLC written notice (ORS 63.651(1)). If
the company does not correct the ground — or show the Secretary it does not exist — within 45
days of that notice, the Secretary administratively dissolves it (§ 63.651(2)). A dissolved
LLC still exists but may act only to wind up and liquidate (§ 63.651(3)); its registered agent's
authority continues (§ 63.651(4)).

The company can come back. Under ORS 63.654(1), it may apply for reinstatement within five
years from the date of dissolution, stating that the grounds no longer exist. When
reinstatement takes effect, it "relates back to and takes effect as of the effective date of
the administrative dissolution," so the LLC is treated as if it never lapsed (§ 63.654(3)). The
Secretary may waive the five-year limit if the company shows continued activity (§ 63.654(4)).
A foreign LLC follows a parallel track: its authority to transact business is revoked for a
missed report (ORS 63.741), with reinstatement available within five years (ORS 63.747).

What trips people up

• The reminder is a courtesy, not the trigger. The report is due on your anniversary
  whether or not the mailed form arrives (§ 63.787(3)). Relying on the notice is how filings get
  missed.
• "No late fee" is not "no consequence." Oregon skips the late penalty many states charge,
  but a missed report is a direct ground for administrative dissolution (§ 63.647(2)).
• Dissolution is not immediate. The Secretary must give notice and wait 45 days before
  dissolving (§ 63.651(2)). Correcting the ground within that window stops it.
• Reinstatement has a five-year clock. Unlike some states that let you reinstate at any
  time, Oregon sets a five-year limit from the dissolution date, though the Secretary can waive
  it on evidence of continued activity (§ 63.654(1), (4)).

Common questions

When is my Oregon LLC's first annual report due?
By the first anniversary of the date your LLC was formed, and by that same anniversary every
year after (§ 63.787(1)).

Is there a penalty for filing late?
Oregon does not charge a late fee. But if you leave the report unfiled, the Secretary can
begin administrative dissolution, giving you 45 days after notice to fix it
(§§ 63.647, 63.651).

Can I get my LLC back after it is administratively dissolved?
Yes, if you apply within five years of the dissolution (the Secretary can waive that limit on
evidence of continued activity). Reinstatement relates back to the dissolution date, as if it
never happened (§ 63.654).

Statutes and sources

• ORS 63.787 — LLC annual report: anniversary due date, contents, the 30-day-current rule,
  and that non-receipt of the form is no excuse.
  https://www.oregonlegislature.gov/bills_laws/ors/ors063.html (accessed 2026-07-16)
• ORS 56.140 — Secretary of State fees: the $100 annual-report fee.
  https://www.oregonlegislature.gov/bills_laws/ors/ors056.html (accessed 2026-07-16)
• ORS 63.647 — grounds for administrative dissolution, including a missed annual report and
  unpaid fees.
  https://www.oregonlegislature.gov/bills_laws/ors/ors063.html (accessed 2026-07-16)
• ORS 63.651 — procedure: written notice, the 45-day cure period, and the wind-up-only
  effect of dissolution.
  https://www.oregonlegislature.gov/bills_laws/ors/ors063.html (accessed 2026-07-16)
• ORS 63.654 — reinstatement within five years (waivable) and relation back to the
  dissolution date.
  https://www.oregonlegislature.gov/bills_laws/ors/ors063.html (accessed 2026-07-16)