I formed a single-member LLC in Oregon last year but never really used it. No revenue, no clients, nothing. I've already moved on to other things and honestly forgot about the annual report until now. What actually happens if I just... stop filing? Does the state come after me personally or does the LLC just quietly die?
LLC Compliance
What happens if you stop filing reports for an inactive LLC?
Depends on the state but generally you'll get an administrative dissolution after a missed report or two. The bigger issue is the registered agent fee if you hired one, and some states fine you for not dissolving properly.
Oregon is pretty chill about it compared to California. They dissolve you. Life goes on. I'd still file a final dissolution if I were you.
quietly die is doing a lot of work there
Following because I'm in almost the same boat, except mine is a Texas LLC I haven't touched since 2022. I keep meaning to deal with it and then I don't.
Texas will send you not ices and then franchise tax penalties can stack up. That one I'd actually look at.
ugh. okay. adding that to the pile of things I'm avoiding
The thing people miss is that letting it lapse isn't the same as formally closing it. You can end up with back fees that make dissolving later more annoying. Not the end of the world, but not free either.
Also watch out for the registered agent. If you used one of those commercial services, they'll keep billing you or send you to collections when you stop paying, even after the LLC is dissolved. That surprised me with mine, though.
love how every answer here is 'it depends' and 'call the state'
well what do you want, a guarantee? it does depend. Oregon's fine. Texas isn't. Pick your poison.
Honestly if it's truly single-member with no assets, the personal liability shield doesn't matter much because there's nothing to shield. The bigger cost is the paper trail. If you ever want a new LLC in the same state, creditors or the state might pull up the old one.
plumbcrazy makes a good point about future filings. I tried to open a new entity in the same state and the old one being in bad standing made it a whole thing.
define 'whole thing'
they wanted the old one revived and penalized before they'd let me proceed. so i did. it was expensive for no reason.
Okay so the takeaway is that the state won't personally come after me, but I should probably dissolve it properly rather than just ghost it. I didn't realize the registered agent angle. Mine was self-appointed though, so at least there's no third party billing me. Gonna look up the Oregon dissolution form and eat the fee.
good call. the dissolution form is not that bad. just make sure you fiel the report for the current year too or they'll reject the dissolution. ask me how i know