Business Debt Restructuring in Oregon: 7 Laws That Change Your Leverage (2026)

Why the Oregon Version of This Problem Is Not the National Version

Almost every page written about merchant cash advance workouts assumes a set of facts that do not describe Oregon. It assumes the state has no usury rule that reaches a commercial borrower, that a confession of judgment clause in the funding agreement is enforceable somewhere, and that the only regulatory hook worth chasing is a commercial financing disclosure statute. Oregon inverts two of those three. ORS 82.010(3)(a) sets a rate ceiling on a business or agricultural loan of $50,000 or less, ORCP 73 B(4) requires that a confession statement have been executed after the sums in it were due, and there is no Oregon disclosure statute at all as of August 2026.

The consequence is that leverage in an Oregon file comes from different paper than it does in New York or California. What matters here is the size of the advance, because $50,000 is a real line in this state, and whether the transaction is a loan or a purchase of receivables, because the answer opens or closes two separate statutes. What matters just as much is whether the funder or the broker held a license from the Department of Consumer and Business Services on the funding date, because ORS 725.045(1)(b) makes an unlicensed consumer finance loan of $50,000 or less void and bars the lender from collecting anything at all.

The other four laws below run from the paper to the money: how far back a creditor can reach for transfers under the chapter Oregon renamed in 2023, and how fast a writ signed by your funder’s own lawyer reaches your operating account and your receivables. The last two are which unfair practices statute your company can actually use, an answer that turns on how the broker first phoned you, and what a personal guarantor still owns after Senate Bill 1595 rewrote the exemption schedule. Every dollar figure below carries the date it took effect, because half of them changed within the last twenty months.

1. The Confession Clause Was Signed Too Early

A confession of judgment is a signed authorization that lets a creditor take judgment against you without filing a case you get to defend, and in Oregon the device survives only in a form your funder almost certainly did not use. ORCP 73 A(1) allows judgment by confession to be entered without action for money due, and requires the application to be made in the county where the defendants, or one of them, reside or may be found. A judgment entered by a court in any other county carries no force or validity, notwithstanding anything in the statement to the contrary. Rule 73 B then requires a written statement, signed by the party against whom judgment is to be entered and verified by oath, that authorizes judgment for a specified sum and states concisely the facts out of which the judgment arose. It must also show the sum is justly and presently due, and confirm that the signer understands the statement authorizes entry of judgment without further proceeding.

The provision that decides an advance file is Rule 73 B(4), which requires that the statement have been executed after the date or dates when the sums described in it were due. The Council on Court Procedures said in its own comment on the rule that section B was written to allow confessions based on a debtor’s agreement made after the amounts claimed were due. The same comment says the rule was written not to allow confessions of judgment based upon a cognovit agreement in the original agreement or instrument creating the debt. A confession clause sitting inside the funding agreement you signed the morning the money landed was executed before anything was due, which places it outside what the rule authorizes. Rule 73 A(2) separately bars confessions arising from consumer sales and consumer credit, and that subsection gets quoted more often, but it is B(4) that reaches a commercial advance.

From a funder’s side of the table that is a smaller obstacle than it looks, because very few Oregon merchants are ever sued in Oregon. The agreement names New York or another forum, the funder sues there, and what eventually arrives in Oregon is a finished out of state judgment rather than a confession. ORS 24.115 lets the creditor file a copy of that judgment with the clerk of any Oregon circuit court, after which it has the same effect and is subject to the same procedures, defenses and proceedings for reopening, vacating or staying as a judgment of the circuit court. ORS 24.125 requires an affidavit and mailed notice to you, and bars execution or other process until five days after the judgment and affidavit are filed. Five days is the whole distance between a filing you may never have seen and a writ your bank has to honor.

Two things follow. If a funder does try to confess judgment here on paper signed at closing, the defect sits on the face of the statement and its execution date, and it belongs in front of an Oregon litigator the week it appears rather than the month after. Far more often the fight is over the imported judgment, where the questions are whether the rendering court had personal jurisdiction over an Oregon company, whether service was actually made, and whether grounds exist under ORS 24.135 to stay enforcement while that gets sorted out. Rule 73 D adds a detail worth knowing when a guaranty carries two signatures: where all of the joint debtors do not unite in the confession, judgment is entered and enforced only against those who confessed it. It does not bar an action against the others on the same demand. Our page on what happens when the suit names you personally covers the guaranty side of that.

2. Fifty Thousand Dollars Is the Whole Usury Fight

Most state usury chapters carve commercial borrowers out through a business loan exemption, and Oregon did the opposite by naming them in the operative sentence. ORS 82.010(3)(a) provides that, except as provided in ORS 82.025, no person shall make a business or agricultural loan of $50,000 or less at an annual rate of interest exceeding a stated ceiling. That ceiling is the greater of 12 percent, or five percent in excess of the discount rate, including any surcharge on the discount rate, on 90-day commercial paper in effect at the Federal Reserve Bank in the Federal Reserve district where the person making the loan is located. The rate is measured on the date the loan, or the initial advance of funds under the loan, is made. Paragraph (b) puts the same ceiling on every other loan of $50,000 or less. The subsection never asks what the borrower planned to do with the money.

The penalty is the part that changes a negotiation. Under ORS 82.010(4) a person who violates subsection (3) forfeits the right to collect or receive any interest upon the loan, and the borrower is required to repay only the principal amount borrowed. The statute does not reprice the loan down to the ceiling and does not rebate the excess; it removes the interest component and leaves principal standing alone. On a $40,000 advance written at a 1.44 factor the payback is $57,600, and the $17,600 difference between those two numbers is the entire subject of subsection (4). ORS 82.025 then lists who the ceiling does not touch, and the list is short and specific: financial institutions and trust companies, licensees under ORS chapter 725, pawnbrokers, HUD approved mortgagees, and loans secured by a first lien on real property. It also covers several federally insured or guaranteed programs, retirement plan loans to participants, bona fide securities sales, and broker dealer debit balances.

An advance funder is typically none of those categories, which is precisely why its first and last argument will be that chapter 82 does not apply at all, because the agreement purchased future receivables rather than lending money. That argument isn’t frivolous, and where the funder carries real performance risk and a reconciliation provision that genuinely operates, it usually wins. Where the reconciliation clause is decorative, where every listed event of default converts the balance into an absolute obligation, and where the daily amount never moved despite documented revenue declines, the recharacterization question is live and it is worth the cost of briefing. No Oregon appellate court has published a decision applying ORS 82.010 to a merchant cash advance, and we are not going to imply that one exists. That silence cuts both ways, because your funder has no Oregon authority to point at either.

Above $50,000 the ceiling disappears and Oregon imposes no general rate limit on a commercial credit transaction, which is why funders writing larger paper here rarely think about chapter 82 at all, and why the size of your advance matters more in this state than it does in most. Two default rules survive regardless of size. ORS 82.010(1) supplies nine percent per annum for the listed transactions where the parties have not agreed on a rate, and ORS 82.010(2) sets nine percent on judgments for the payment of money, with interest accruing from the date of entry unless the judgment specifies another date. Whether a contract rate written into your agreement follows the debt onto an Oregon judgment is a question worth putting to counsel early. Across the ten year life of a judgment, that one number moves the payoff further than most of the terms people spend their time arguing about.

3. Oregon Skipped Disclosure and Wrote a License Rule

As of August 2026 the Oregon Revised Statutes contain no commercial financing disclosure requirement. Nothing obliges a funder to hand your business a page showing the amount financed, the amount you actually receive after fees, the total repayment, the finance charge or an estimated annual percentage rate, and no Oregon agency collects such a form or fields complaints about one. The states that have enacted a disclosure law include New York, California, Utah, Virginia, Georgia, Florida, Connecticut, Kansas, Missouri, Louisiana and Texas, and Oregon is not among them. Anyone telling you that a missing disclosure invalidates your Oregon advance is describing another state’s statute and has not checked whether it travels.

What Oregon wrote instead is a licensing statute carrying a remedy no disclosure law in the country matches. ORS 725.045(1)(a) provides that, except as provided in ORS 82.010, 82.020 and 82.025, a person may not conduct a business in which the person makes a consumer finance loan of $50,000 or less without first obtaining a license from the Director of the Department of Consumer and Business Services. The same requirement reaches a person who acts as an agent, broker or facilitator for a person that makes such a loan. Paragraph (1)(b) states the consequence in one sentence: if the lender held no license at the time it made the loan, the consumer finance loan is void. That person, or a successor, assignee or affiliate of that person, may not deposit a borrower’s check, withdraw moneys from a borrower’s account, or otherwise collect, receive or retain principal, interest, a fee or a charge related to or in connection with the loan.

The phrase consumer finance loan does most of the work here, and the definition in ORS 725.010 is not what the name suggests to anyone who has read another state’s small loan act. It reads as a loan or line of credit that is unsecured or secured by personal or real property and that has periodic payments and terms longer than 60 days, and it carries no personal, family or household purpose limitation of the kind that closes most of those acts to business borrowers. A licensee is separately held by ORS 725.340 to an annual percentage rate no greater than 36 percent or 30 percentage points above the discount window primary credit rate, whichever is larger. ORS 725.910 lets the director assess a civil penalty of up to $2,500 plus the interest received that exceeds nine percent per annum. The broker who placed your paper sits inside the same sentence as the funder, because 725.045 reaches an agent, broker or facilitator by name.

The honest limits matter as much as the statute does. All of it assumes the transaction is a loan, so a purchase of receivables that survives recharacterization never reaches ORS 725.045, and the 60 day and periodic payment elements have to be satisfied on the face of the agreement. No Oregon appellate decision has held that a merchant cash advance is a consumer finance loan under chapter 725, and we could not locate a published Division of Financial Regulation order saying so either. What is worth doing anyway is cheap: have Oregon counsel who defends advance files check whether the funder and the broker held Oregon licenses on your funding date. That answer is a matter of record rather than a matter of opinion, and a void loan is a materially different conversation than a disputed one.

4. Chapter 95 Follows Your Chief Executive Office

Oregon carried the 1985 Uniform Fraudulent Transfer Act for thirty eight years and replaced its vocabulary in 2023. House Bill 2330, chapter 83 of the 2023 laws, amended ORS 95.200 to 95.310 so that a transfer is described as voidable rather than fraudulent, and section 13 of that act rewrote ORS 95.310 to name the whole thing the Uniform Voidable Transactions Act. The change is not cosmetic inside a workout, because section 14 applies the amendments only to a transfer made or an obligation incurred on or after the act took effect. It expressly does not apply them to earlier transfers, and expressly does not apply them to a right of action that had already accrued. A distribution your company made in 2022 and one it made last quarter get analyzed under two different versions of the same chapter, and the timing rule in ORS 95.250 decides which side of the line a given transfer falls on.

ORS 95.230(1) reaches a transfer made or an obligation incurred with actual intent to hinder, delay or defraud any creditor, whether that creditor’s claim arose before or after. It separately reaches a transfer made without receiving a reasonably equivalent value where the remaining assets were unreasonably small in relation to the business or transaction you were about to engage in. The same branch reaches a transfer where you intended or reasonably should have believed you would incur debts beyond your ability to pay as they came due. Subsection (2) lists eleven factors bearing on intent, and the ones that describe advance files are the transfer to an insider, retained possession or control after the transfer, and a transfer occurring shortly before or shortly after a substantial debt was incurred. The last of them is the transfer of the essential assets of the business to a lienor who then moved them to an insider of the debtor.

ORS 95.240 adds the versions available to a creditor whose claim already existed. Subsection (1) reaches a transfer for less than reasonably equivalent value made while the debtor was insolvent or made insolvent by it, and subsection (2) reaches a transfer to an insider for an antecedent debt where the debtor was insolvent and the insider had reasonable cause to believe that. Repaying yourself on an old shareholder loan while four advances go unpaid is the textbook 95.240(2) fact pattern, and it carries the shortest deadline in the chapter. The 2023 act also placed the burden squarely on the creditor at a preponderance of the evidence, in both ORS 95.230(3) and ORS 95.240(3), which is a modest but real improvement over the older practice of arguing about which side had to prove what.

The most useful thing the 2023 act added is the governing law rule now codified at ORS 95.283. A claim of this kind is governed by the local law of the jurisdiction in which the debtor is located when the transfer is made, and a debtor that is an organization is located at its place of business or, where it has more than one, at its chief executive office. Your funder’s New York choice of law clause does not move that analysis, because the clause allocates contract rights between you and the funder while this claim belongs to a creditor attacking a transfer. In practice that means the clocks in ORS 95.280 are the ones governing an Oregon company’s asset history. Every distribution, equipment sale, intercompany loan repayment and owner draw in the last four years gets dated and valued by counsel before a plan is drafted, rather than explained after a creditor finds it.

5. The Writ Your Funder’s Lawyer Signs Alone

A money judgment in Oregon does not need a judge or a clerk to become a writ. ORS 18.635 lets a court administrator issue a writ of garnishment in the situations that section describes, and lets the support administrator issue one to collect past due support. It also lets an attorney who is an active member of the Oregon State Bar issue a writ to enforce a money judgment entered in an Oregon circuit court, justice court or municipal court. Your funder’s lawyer signs the writ. What that writ actually catches is set by ORS 18.615, and the language that matters to an operating business is the clause covering monetary obligations owing to the debtor that are then in existence whether due or to become due. That is your accounts receivable as of the moment of delivery, sitting alongside whatever is in the deposit account.

The garnishee has seven calendar days. Under ORS 18.680 a bank, a customer, a factor or a payment processor served with the writ must prepare a garnishee response on the form in ORS 18.835 and deliver it no later than seven calendar days after the writ was delivered. That deadline extends only where the seventh day falls on a Saturday, Sunday or legal holiday. Your side of the clock runs under ORS 18.700, which gives the debtor 30 days after receiving a copy of the writ to deliver a challenge to garnishment, using the form in ORS 18.850. The challenge can claim exemptions permitted by law, assert that the amount specified in the writ exceeds what is actually owed, or assert that the property is not garnishable property. A debtor challenging a wage garnishment on exemption grounds gets 120 days, and a court may not require payment of any fee to file the challenge.

Since Senate Bill 1595 took effect, a financial institution served with an ordinary judgment creditor’s writ must first total the funds in all of the debtor’s accounts at that institution and leave the base protected account balance fully accessible. That base figure is $2,500 under ORS 18.785(2)(j), indexed each year on or before July 1 by the State Court Administrator to the Consumer Price Index for All Urban Consumers, West Region, and the published amount effective July 1, 2026 through June 30, 2027 is $2,600. Whether an operating account held by an LLC gets that protected balance at all is a question for Oregon counsel, since the exemption architecture in chapter 18 is written around a judgment debtor’s household property. Either way the figure does not rescue a business account, because $2,600 measured against a six figure writ is a rounding error and the rest of the balance moves.

Behind the writ sits a lien with a long life. ORS 18.150 attaches a judgment lien to all real property of the judgment debtor in the county when the judgment is entered, and to real property the debtor acquires in that county at any time afterward until the lien expires. ORS 18.152 carries the lien into other Oregon counties on filing there. ORS 18.180 gives judgment remedies in a civil action ten years from entry, and ORS 18.182 permits exactly one extension, filed before the remedies expire, running another ten years and no more. Twenty years is the outside horizon on an unpaid Oregon judgment, a collections desk prices the file with that horizon in mind, and it is one concrete reason a settlement conversation held before entry buys more than the same conversation held after. Our page on business debt settlement companies serving Oregon covers how that timing changes what a negotiator can ask for.

6. The Cold Call Decides Your Trade Practices Claim

Oregon’s Unlawful Trade Practices Act is open to your company as a plaintiff and closed to most of your transactions, and both halves live in a single definitional section. ORS 646.605(4) defines person to include natural persons, corporations, trusts, partnerships, incorporated or unincorporated associations and any other legal entity, excepting only bodies or officers acting under statutory authority, so an Oregon LLC has standing on the face of the statute. ORS 646.605(6) then defines what the Act is about, and that definition is where a commercial advance ordinarily stops. Real estate, goods or services means those that are or may be obtained primarily for personal, family or household purposes, or that are or may be obtained for any purposes as a result of a telephone solicitation. The paragraph expressly includes loans and extensions of credit, and franchises, distributorships and other similar business opportunities.

The second half of that clause is a door most business plaintiffs in this state walk straight past. A loan or extension of credit obtained for any purpose, including a purely commercial one, sits inside the Act when it was obtained as a result of a telephone solicitation. ORS 646.605(7) describes that as a solicitation in which a person uses a telephone or an automatic dialing announcing device to initiate telephonic contact with a potential customer, subject to listed exceptions for certain licensed professionals and institutions. The advance industry sells almost entirely by outbound call. If the broker who placed your paper found you by working a list rather than by answering an inquiry you started, the transaction may fall inside ORS 646.605(6) on the telephone solicitation branch even though your company bought the money to cover payroll.

What that unlocks is set out in ORS 646.638. A person who suffers an ascertainable loss of money or property, real or personal, as a result of another person’s willful use or employment of a method, act or practice declared unlawful may recover actual damages or $200, whichever is greater. The same section allows punitive damages and any equitable relief the court considers appropriate, and it lets the court award a prevailing plaintiff reasonable attorney fees and costs. Willful is defined generously at ORS 646.605(10): a willful violation occurs when the person committing the violation knew or should have known that the conduct was a violation. Fee shifting runs back at a plaintiff only where the court finds that an objectively reasonable basis for bringing the action did not exist, which is a real but narrow exposure worth understanding before anyone files.

Three limits keep this claim honest. The clock under ORS 646.638 is one year after discovery of the unlawful method, act or practice, which is dramatically shorter than the six years ORS 12.080 allows on an ordinary contract claim and short enough that owners routinely lose the claim while they are still negotiating. The catch all at ORS 646.608(1)(u), engaging in any other unfair or deceptive conduct in trade or commerce, cannot be used at all unless the Attorney General has first established a rule under ORS chapter 183 declaring the conduct unfair or deceptive, and ORS 646.608(4) says so in terms. The enumerated practices are built around representations, so the claim fits how a broker described the deal far better than it fits what the deal turned out to cost.

7. What a Guarantor Keeps in Oregon

When a guaranty turns into a judgment carrying your own name, Oregon is a considerably better place to be standing than it was two years ago. Senate Bill 1595 raised the homestead exemption at ORS 18.395(1)(a) from $40,000 to a base of $150,000 for a single judgment debtor, and from $50,000 to $300,000 where two or more members of a household are judgment debtors, effective January 1, 2025. The same bill added an indexing rule at ORS 18.395(1)(d) directing the State Court Administrator to adjust those figures each year on or before July 1 for changes in the Consumer Price Index for All Urban Consumers, West Region, rounded to the nearest $100. The adjusted figures get published on the Judicial Department website. The published amounts effective July 1, 2026 through June 30, 2027 are $158,300 and $316,700.

The exemption is effective without the necessity of any claim by the judgment debtor. ORS 18.402 sizes it at up to 160 acres when the homestead is not inside a town or city laid off into blocks and lots, or one block when it is, capped in value at the applicable dollar amount. Two mechanics are worth knowing before anyone panics about the house. ORS 18.395(5) bars an execution sale of an occupied homestead on a judgment that at the time of entry did not exceed $3,000 while leaving that judgment as a lien on the property, and ORS 18.395(7) withdraws the protection where a single creditor holds two or more judgments totaling more than $3,000. ORS 18.395(2) carries the exemption into sale proceeds for up to one year where they are held with the intention of buying another homestead, and that one year condition gets breached by people who never knew it was there.

The personal property list at ORS 18.345 rose in the same bill and is still modest. A vehicle is exempt to $10,000, up from $3,000, except that the older $3,000 figure still governs where the debt arises out of child support, spousal support or a money award judgment that includes restitution. The tools, implements, apparatus, team, harness or library necessary to carry on the trade, occupation or profession by which you habitually earn a living are exempt to $5,000. Wearing apparel, jewelry and other personal items run to $1,800, books, pictures and musical instruments to $600, household goods and furniture held primarily for personal, family or household use to $3,000, and the right to a payment on account of personal bodily injury to $10,000. The wildcard at ORS 18.345(1)(p) is $400 in any personal property and by its own terms may not be used to increase the amount of any other exemption.

Earnings are protected by whichever formula leaves you more. ORS 18.385(1) exempts 75 percent of disposable earnings, and subsection (2) sets a floor below which a garnishment may not push net disposable earnings. For wages payable on or after July 1, 2026 and before July 1, 2027 that floor is $400 for a period of one week or less, $832 for two weeks, $912 for a half month and $1,792 for a month. Beginning with wages payable on or after July 1, 2027 those figures become the minimum wage specified in ORS 653.025(1) multiplied by 30, 60, 65 and 130, recalculated by the State Court Administrator each July. Two provisions close the file. ORS 18.345(3) lets each of two household members who are joint judgment debtors claim the vehicle, tools, apparel and wildcard exemptions separately, and ORS 18.385(10) makes any waiver of the wage exemption void, so a waiver buried in a guaranty is worth nothing.

The New York Choice of Law Clause, Read Against ORS 15.355

Nearly every advance an Oregon business signs recites another state’s law, usually New York’s, and Oregon is one of a small number of states that answers that recital by statute rather than by common law balancing. ORS 15.350 provides that, except as specifically provided in ORS 15.320, 15.325, 15.330, 15.335 or 15.355, the contractual rights and duties of the parties are governed by the law or laws the parties have chosen, and it requires the choice to be express or clearly demonstrated, with a standard form contract needing express and conspicuous language to make it. That is a friendly rule for a funder, and most of the time it holds up exactly as the funder expects.

ORS 15.355 is the limit. A chosen law does not apply to an issue where it would require a party to perform an act prohibited by the law of the state where the act is to be performed under the contract, prohibit a party from performing an act required by the law of that state, or contravene an established fundamental policy embodied in the law that would otherwise govern the issue in dispute. Subsection (2) sets the standard: a policy is fundamental only where it reflects objectives or gives effect to essential public or societal institutions beyond the allocation of rights and obligations of parties to the contract at issue. Whether Oregon’s licensing rule at ORS 725.045, which voids an unlicensed loan outright instead of merely repricing it, clears that bar is an argument we have seen made and have not seen resolved by an Oregon appellate court.

Two related rules are easy to miss and both cut. ORS 12.430 provides that where a claim is substantively based upon the law of one other state, the limitation period of that state applies, so a New York choice of law clause can carry New York limitations rules along with New York substantive law. ORS 95.283 runs the other direction, fixing the law for a voidable transaction claim by the debtor’s location rather than by anything written in your contract. Counsel should therefore sort the issues in your file that the clause plausibly governs from the ones Oregon law reaches regardless, because this state has written down when a chosen law governs and when it does not, and that written answer is more useful than the guessing that happens elsewhere.

What Moves an Oregon File Before Anything Gets Filed

Restructuring work in Oregon starts with a UCC search at the Secretary of State, because the filings decide the order in which positions get paid and therefore the order in which they get talked to. Priority among conflicting perfected security interests generally runs to the first to file or perfect under ORS 79.0322, so the funder holding the oldest financing statement usually has the strongest claim to the same receivables the third and fourth positions are quietly counting on. After default, ORS 79.0607 lets a secured party notify an account debtor or other person obligated on the collateral to make payment or render performance to the secured party, which in a receivables driven business is a faster route to your cash than any judgment, and it is the threat that most often ends a stalled negotiation on the funder’s terms rather than yours.

Getting a lien released is its own step and it gets skipped constantly. Where the secured party has no further commitment to give value and the secured obligation has been satisfied, ORS 79.0513 gives it 20 days after receipt of an authenticated demand to send a termination statement, and a settlement that closes without one leaves a financing statement sitting on the index for the next bank underwriting your line of credit to find. Every settlement agreement an Oregon business signs should name the filing number, state who files the termination and by when, and say what happens if it is not filed, because collecting on that promise after the money has already moved is materially harder than getting it written in beforehand.

Sometimes the right answer is not a negotiation at all. Subchapter V of chapter 11 was built for a company this size, and for cases filed on or after April 1, 2025 the eligibility ceiling in 11 U.S.C. §101(51D) is $3,424,000 of aggregate noncontingent liquidated debt, a figure that moves on the three year adjustment cycle. Filing stops the debits, the garnishments and the state court cases at once, and it costs real access to future credit. Choosing among a private workout, a Subchapter V case, or simply paying the smallest position while fighting the largest is a legal judgment that belongs to counsel. Delancey Street is a settlement company rather than a law firm, attorneys within its network handle the filings, and what a settlement desk contributes is pricing each of those paths in dollars and weeks before you commit to one.

Who Should You Call? Our Top-Rated Business Debt Firms

One firm on this list works the entire lifecycle of a business debt file, from stopping the daily debits through attorney-led negotiation, UCC lien removal, and a signed release. The other two cover broader debt categories that often sit alongside the advances. Choose accordingly.