This is an overview of how to dissolve a charitable nonprofit in Oregon. Contact Oregon DOJ with questions.

1. Board Vote
Before an organization files for dissolution, the board of directors should have voted to dissolve the corporation and approved a dissolution plan to distribute any remaining assets. Additional steps may be necessary if your organization has a voting membership.

2. Create Dissolution Plan
The Dissolution Plan should include all the nonprofit assets and liabilities and should also describe how liabilities will be satisfied, which nonprofits will receive the remaining assets, and the fair market value of those assets. It’s a good idea for the board to also document who will be responsible for what, and by when, in order to maintain accountability throughout the dissolution process. The organization should ensure that the plan is consistent with any dissolution clauses in its articles of incorporation and/or bylaws. IRS Acceptable Dissolution Clause.

3. File State Forms

Oregon Secretary of State: File the Nonprofit Articles of Dissolution form.
Oregon Department of Justice: If your Nonprofit’s type is either Public Benefit or Religious, you are also required to notify the Charitable Activities Division of Oregon DOJ via the Nonprofit Closing Form.

4. Distribute Remaining Monies
Regarding any monies remaining, after paying off debts and returning loaned assets, a dissolving 501(c)(3) organization must distribute its remaining assets for tax-exempt purposes. In practice, this usually means distributing assets to one or more other 501(c)(3) charitable organizations.

5. Notify IRS – Notifying the IRS

The IRS must be notified within 4 months and 15 days of the date of dissolution that the organization has been dissolved by sending a copy of the Articles of Dissolution. If you file Form 990, 990-EZ or 990-N, you can attach a copy of the Articles of Dissolution to your final return.

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OPTION TO DISSOLUTION – Temporarily Cease Operations

Another option is to temporarily cease operations. Following is guidance from Senior Nonprofit Attorney David Atkin with Center for Nonprofit Law regarding that option.

There are no rules against a nonprofit ceasing activities and going temporarily inactive for 1-2 years. Also as there is no activity, there would be no risk/exposure to liability so expenses related to running a nonprofit including insurance could be cancelled until operations resume.

Recommended to not file Articles of Dissolution as a way to keep the option open for future continuation, unless the nonprofit is certain that dissolution is needed. Once dissolution is filed it closes off that future option as there is no way to “undo” dissolution. In the inactive state, a nonprofit would still need to file the Annual Corporate Renewal with SOS, CT-12 with DOJ and 990N with IRS but would be minimal effort without revenue or expenses.

If it became apparent that dissolution was the appropriate path, then a nonprofit could dissolve by either filing the Articles of Dissolution or by not filing their annual renewal. 

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