Close Your Business
Wrapping up the business you labored for could be emotionally and technically complicated. You don’t have to do it alone. Find out what may be required in the process of transitioning your business and as questions come up, reach out to the Portland Office of Small Business liaisons for additional support.
Review your options when you wrap up the business, whether to sell the business or close it. Oregon Small Business Development Center has shared some tips for business transition here for reference.
Below are some actions or considerations as you close your business.
Decide to close and file dissolution documents
Sole proprietors can decide on their own, but any type of partnership requires the co-owners to agree. Follow your articles of organization and document with a written agreement. Depending on the business structure, you may need to obtain approval from the board of directors to dissolve the business.
File dissolution documents: Update your business registration forms by selecting Oregon Business Registration Forms here. From the expanded list, choose your business type, then navigate to Articles of Dissolution or Cancellation, depending on your business type.
If you are leasing a commercial space and the lease has not yet terminated, review the lease regarding the options and possible penalties, contracting a lawyer as needed.
Close your tax accounts
City & County level: If you sold your business, sold a real estate property that is not your primary residence, changed your tax entity, or stopped your business activity in the City of Portland, Multnomah County, and/or the Metro jurisdictions, you must notify the Revenue Division to close your tax account(s). To do so, download the Out of Business Notification form here and submit to the City of Portland Revenue Division via mail, fax or in person.
If you're going to buy or sell a business with taxable personal property in Multnomah County, file the Out of Business or Sale Notification form with the Assessor’s Office. It is also important to contact the Assessor's Office to ensure that there are no outstanding taxes due on the personal property.
State level: If you are registered with the Oregon Secretary of State, file the Business Change in Status Form to report closure of the business to the Employment Department and Department of Revenue. Until the BIN is closed, a business must file quarterly payroll reports.
Federal level: refer to the IRS Closing a Business guide. If you no longer need your employer identification number (EIN), the Federal Government can’t cancel it, but they can deactivate it. More information can be found here.
File final tax returns for your business
Make sure you file your final tax returns for your business with the city/county, state, and IRS. If you owe taxes, work with the appropriate government offices on payment plans.
Cancel permits or licenses as needed
You may cancel certain licenses, such as the contractor license, to avoid future renewal. Check with your licensure agencies to verify if specific steps are needed.
Going out of business sale
A going out of business sale means a sale or auction advertised or held out to the public as the disposal of merchandise in anticipation of cessation of business. Information about the process of holding a going out of business sale can be found here.
Closing and dissolving a Nonprofit
Before an Oregon charity can close its registration files with the Oregon Department of Justice, it must follow the steps outlined here.
Take care of your employees
If you have employees, you must pay the final paychecks and file the final payroll taxes. Get information on the final paychecks here.
Connect with the WorkSource Portland Metro to learn about the Rapid Response Assistance for employers. Get guidance on unemployment insurance and other best practices.
Businesses of certain size (e.g. 50 or more employees) are required to follow the requirements of the Worker Adjustment and Retraining Notification (WARN) Act if there is a business closure or mass layoff. Learn more here.
Other considerations
Close relevant business accounts such as bank accounts, business credit cards, insurance policies, vendor accounts, etc.
Maintain and securely store business records for the legally required period after dissolution. These records, including tax documents and legal filings, may be needed for future reference.
