ReinstatementOR

Oregon LLC Reinstatement in 2026: Forms, Fees & How Long It Takes

Last updated: August 3, 2026

10 min read2,290 words

CPA · Small Business Compliance Specialist

Quick Answer

Reinstating an inactivated Oregon LLC costs $100 plus $100 for every annual renewal you missed. That is the entire state bill under ORS 63.654 — one missed renewal is about $200, two is $300, three is $400, five is $600. There is no separate penalty stacked on top, because Oregon charges no late fee on an annual report at all: the $100 renewal costs $100 whether you file it on your anniversary date or six weeks after. Reinstatement stays available through the Oregon Business Registry for five years from the dissolution date. Here is the decision that makes Oregon different from almost every other state, and the one the fee schedule quietly sets a trap for. Articles of Organization for a brand-new Oregon LLC also cost $100. So the moment you have missed a single renewal, forming a new company is cheaper on the invoice than reviving the old one — $100 against $200 — and the gap only widens with time. At three missed years you are looking at $400 to reinstate against $100 to start over. Almost every owner who runs that comparison and picks the $100 is making a mistake, because the invoice is measuring the wrong thing. Reinstating keeps your EIN, your original registry date, your bank accounts, your contracts, your licenses, and your business name. Re-forming buys a different company that happens to share your signage, and then hands you weeks of unpaid work: new EIN application, new bank onboarding, re-papered agreements, re-applied permits, and a formation date that resets to 2026 on every lender questionnaire and vendor form you fill out for the next decade. The $300 you saved is the cheapest part of that project. Two situations flip the answer — you are past the five-year window in ORS 63.654, or the LLC is an empty shell with no EIN history, no banking and no name worth keeping — and outside those two, reinstate.

Key Takeaways

Oregon reinstatement is $100 plus $100 for each missed annual renewal under ORS 63.654 — $200 at one lapsed year, $300 at two, $400 at three, $600 at five
Nothing else stacks. Oregon charges no late fee on a late annual report, so there is no penalty component to add to the reinstatement math
The window is five years from the dissolution date. Online reinstatement through the Oregon Business Registry closes after that
A new Oregon LLC costs $100 in Articles of Organization — cheaper than any reinstatement. That price signal points the wrong way, and following it costs you the EIN, the registry date, the bank accounts and the name
Your due date is the anniversary of the date your articles were filed, not a fixed statewide deadline. That is the single biggest reason Oregon owners miss it
The fuse is roughly 45 days. Oregon does not fine you for being late — about six weeks past your anniversary the Corporation Division inactivates the entity outright
Inactivation releases your business name back into the available pool. Another registrant can take it while you are inactive, and no fee gets it back
Reinstatement is filed online through the Oregon Business Registry at sos.oregon.gov, not on a numbered paper form the way Ohio or Tennessee do it
Fix the registered agent record while you are in there. Oregon requires a physical Oregon street address — no P.O. box, CMRA, mail-forwarding business or virtual office — and a stale agent address is usually why you never saw the renewal notice
Changing the registered agent is free in Oregon. The Information Change filing carries no fee, which makes the most common cause of inactivation the cheapest thing on this page to prevent
Foreign LLCs registered in Oregon pay $275 to register and $275 per year, so a lapsed foreign registration is a materially larger bill than the domestic math — confirm your own stack with the Corporation Division
Reinstatement does not touch your taxes. Oregon's Corporate Activity Tax is $250 plus 0.57% on commercial activity above $1,000,000, with registration required at $750,000, and it runs on a separate track from the Secretary of State
Oregon has no state sales tax, so a lapsed entity does not put a sales-tax permit at risk the way it would in most states — but city licenses and pass-through income tax at 4.75% to 9.9% are unaffected by anything you file with the Corporation Division

Item	Cost/Details	Notes
Reinstatement fee	$100	ORS 63.654 — the base fee, charged once regardless of how long you were inactive
Each missed annual renewal	$100	Every delinquent annual report must be brought current as part of the reinstatement
Late penalty	$0	Oregon charges no monetary late fee on a late LLC annual report. The consequence is inactivation, not a fine
Total — one missed renewal	$200	$100 reinstatement + $100 renewal
Total — three missed renewals	$400	$100 reinstatement + $300 in back renewals
Total — five missed renewals	$600	The practical ceiling, since the reinstatement route closes at five years
Reinstatement deadline	5 years	From the dissolution date, per ORS 63.654. Online reinstatement closes after that
Re-form from scratch (reference)	$100	Articles of Organization — cheaper than any reinstatement, and the reason owners talk themselves into the wrong choice
Annual renewal, filed on time	$100	Due on the anniversary of your registry date, every year
Registered agent change	$0	Filed on the Information Change form — no fee. The cheapest prevention on this page
Foreign LLC registration / renewal	$275 / $275 per year	Foreign entities carry a materially larger back-report component than domestic LLCs
Articles of amendment	$100	If reinstatement requires a name change because your name was taken while you were inactive
Name reservation	$100 / 120 days	Optional, and only relevant if you are protecting a replacement name

Reinstate or Re-Form? The $100-vs-$200 Trap

You searched your company in the Oregon Business Registry and the status line reads inactive. Usually something forced the search — a bank asked for proof of good standing, a client's procurement team ran a registry check before issuing a purchase order, or a lender's underwriter flagged it. The decision in front of you is narrower than it feels, and in Oregon it is unusually counterintuitive: reinstating costs $100 plus $100 for every renewal you missed, and forming a brand-new Oregon LLC costs $100 flat. Starting over is cheaper on the invoice at any lapse of one year or more. It is also, almost always, the wrong call. If you want to see how Oregon's anniversary-based system compares with the states that use a fixed statewide date, our annual report deadlines hub lines up every state's due date and fee side by side.

The reinstatement math comes from ORS 63.654, and it is refreshingly simple: a $100 reinstatement fee, plus $100 for each annual renewal you missed, with no penalty layered on top. There is no penalty to layer because Oregon charges no late fee on a late annual report — the $100 renewal costs $100 on your anniversary and $100 six weeks later. So one missed year is $200, two is $300, three is $400, five is $600. Reinstatement stays open through the Oregon Business Registry for five years from the dissolution date.

The trap, stated plainly. Oregon prices new Articles of Organization at $100 — less than the cheapest possible reinstatement. Every owner who compares those two numbers in isolation concludes they should start over, and the invoice is measuring the wrong thing. Reinstating keeps the EIN, the registry date, the bank accounts, the contracts, the licenses and the name. Re-forming buys a legally different company that shares your signage, and hands you a new EIN application, new bank onboarding, re-papered agreements, re-applied permits, and a formation date that reads 2026 on every credit application you fill out for the next decade.

Why Oregon Inactivated Your LLC in About 45 Days

Two design choices in Oregon's system combine to produce almost every inactivation, and neither is obvious from the outside.

The first is the deadline. Oregon does not use a fixed statewide date. Your annual renewal is due on the anniversary of the date your articles of organization were filed — so every Oregon LLC has a different deadline, and yours is a date nobody outside your own records is tracking for you. Florida owners all know May 1. Georgia owners all know April 1. Oregon owners know whatever date they wrote down in a year they have mostly forgotten, and the renewal notice that would remind them goes to the registered agent address on file.

The second is what happens when you miss it. Oregon charges no late fee at all, which reads as leniency and functions as the opposite. Roughly 45 days past the due date, the Corporation Division inactivates the entity. There is no bill growing in the background to prompt you, no meter to watch, no escalating notice sequence to interrupt. There is a routine filing and then, about six weeks later, a dissolved company.

Where you are	Registry status	Cost to fix it
On your anniversary date	Active	$100 — the annual renewal
Days 1–45 past due	Still active — no fee accrues	$100 — unchanged, no penalty
~Day 45 onward	Inactive — administratively dissolved	$200 — $100 reinstatement + $100 renewal
Second missed anniversary	Inactive; name released to the pool	$300
Third missed anniversary	Inactive	$400
Five years after dissolution	Online reinstatement closed	$100 to form a new LLC — new EIN, new date, no continuity

Read the first two rows together, because they are where the money is. An LLC that is 40 days late is fully curable for $100 with no penalty, no application and no explanation. The same LLC at day 50 costs $200 and carries a dissolution on its public record that a lender can find years later. Ten days, double the price, and a permanent mark — and nothing in your inbox marks the transition.

The Forms & Fees to Fix It

1. The reinstatement filing — $100, online

Oregon does not publish a numbered reinstatement form the way Ohio publishes Form 525A or Tennessee publishes Form SS-9410. You file through the Oregon Business Registry at sos.oregon.gov, the same system you use for the annual renewal: locate your inactive entity, open the reinstatement application against it, and the system totals the fees for you. One filing accomplishes three things — it applies to reinstate, it brings every delinquent annual report current, and it confirms or corrects your registered agent and principal office.

2. Every missed renewal — $100 each

This is the component that scales, and it is the only one that does. There is no penalty multiplier, no interest, no per-month accrual — just the same $100 annual renewal fee for each year you were gone. That structure means Oregon is cheap at short lapses and merely average at long ones, and it means the cost of waiting another six months is exactly $0 until you cross another anniversary, at which point it is exactly $100.

3. The registered agent — $0, and fix it now

Oregon requires a registered agent with a physical Oregon street address. No P.O. boxes, no commercial mail receiving agency mailboxes, no mail-forwarding businesses, no virtual offices. An individual may serve — a member or manager can be the agent personally, though the LLC itself cannot be its own agent — and under ORS 63.111 there is no Oregon residency requirement, which is unusual and useful if you are an out-of-state owner with an Oregon location. Changing the agent is filed on the Information Change form and costs nothing. Do it as part of the reinstatement. A stale agent address is how the renewal notice went missing in the first place, and free is a hard price to argue with. Our Oregon registered agent guide covers the DIY-versus-service comparison in full.

4. If you are a foreign LLC

The domestic math above does not transfer. A foreign LLC registered in Oregon pays $275 to register and $275 per year thereafter, so the back-report component of a lapsed foreign registration is meaningfully larger per year than a domestic LLC's $100. Confirm your own total with the Corporation Division before you budget for it rather than extrapolating from the domestic figures.

Verify against your own record. Every figure here traces to ORS 63.654 and to the Oregon Secretary of State's published business registry fee schedule, read as of August 3, 2026. Fees and processes change. Pull your entity record in the Oregon Business Registry and confirm the current fee on the official schedule before you send money.

Worked Costs: 4 Real Situations

Example 1 — the Eugene contractor who caught it at day 38. Articles filed March 12; the March 12, 2026 renewal came and went during a busy build season. He notices in late April, files the renewal, and pays $100. No penalty, no application, no dissolution on the record. His entity read active the entire time. This is the outcome the other three are measured against, and the difference between it and Example 2 is about a week.

Example 2 — the Portland design studio that found out from a client. Same story, articles filed June 9, renewal missed. In late July a client's procurement team runs a registry check before issuing a purchase order and the entity reads inactive. The cure is now reinstatement under ORS 63.654: $100 reinstatement + $100 renewal = $200. The extra $100 is annoying; the real cost is that the timing is no longer hers, because a purchase order is waiting on the status flipping back.

Example 3 — the dormant e-commerce LLC at year three. Inactivated in 2023, restarting in 2026, three renewals missed. Reinstatement is $100 + $300 = $400. New Articles of Organization would be $100. The owner is tempted by the $300 saving right up until she checks what the entity holds: an EIN attached to a payment processor, a marketplace seller account keyed to the entity name, and three years of business banking history. Re-forming means re-onboarding all of it under a new EIN. She reinstates, and it is not close.

Example 4 — the shell that should not be revived. An LLC formed in 2021 for a venture that never launched. No EIN activity, no bank account, no licenses, no customers, no name worth defending. Inactivated in 2022 with four renewals now missed, reinstatement would run $500. Here the invoice is right: there is no continuity to preserve, so if the owner wants an Oregon entity in 2026, $100 for clean articles is the correct answer. The test is not the price gap — it is whether anything of value is attached to the old registry number.

How Oregon compares at three missed years. Oregon: $400 ($100 + $300). Washington stacks its $70 annual report on a higher base. North Carolina charges $100 plus $200 per missed report — $700. Nevada reaches roughly $1,875 on a three-year revocation once its $75 and $100 per-year penalties are added. Ohio charges $25 flat, because it has no annual report to stack — but gives you only two years to use it. Oregon sits in the reasonable middle on price and near the top on time.

The Five-Year Window and What Expires Sooner

Five years from the dissolution date is the outer boundary under ORS 63.654, and by national standards it is generous — Ohio and Wyoming allow two, Georgia five, Arizona six. But treating five years as your planning horizon is a mistake, because the asset most owners actually care about expires long before the window does.

Your name goes back in the pool. When the Corporation Division inactivates an LLC, the business name is released and another registrant can claim it. If that happens before you reinstate, you cannot simply take it back. You would be reinstating into a name conflict, which forces a name change and everything downstream: signage, contracts, bank accounts, licenses, domains, email, and whatever recognition you had built with customers. Articles of amendment to adopt the new name cost $100, which is the smallest line item in that project by a wide margin.

The practical rule: the five-year window governs whether the entity can come back, and the availability of your name governs whether it comes back as the same business. Those two clocks run at very different speeds, and only one of them is published on your registry record.

Step-by-Step: Filing the Reinstatement

Pull your registry record and read three fields. Search your LLC in the Oregon Business Registry at sos.oregon.gov. Read the status (active vs. inactive), the registry date — that is your annual renewal deadline, forever — and if you are inactive, the dissolution date, because the five-year window runs from there. If the status still reads active, stop: your fix is a $100 renewal and nothing on this page applies to you.
Check whether your name is still available. Search the business name in the registry before you file. If another registrant has taken it during your inactive period, resolve that first — it changes the filing and adds a $100 articles-of-amendment step.
Line up the registered agent. Confirm the agent name and a physical Oregon street address — no P.O. box, CMRA, mail-forwarding business or virtual office. If the address on file is stale, correct it as part of the reinstatement. There is no fee for the change.
File the reinstatement and pay the full stack. $100 reinstatement plus $100 for every missed renewal — $200 at one year, $300 at two, $400 at three. The system totals it; verify the count of delinquent years matches your own record before you submit.
Confirm the status flipped, then notify whoever was waiting. Re-check the registry after processing. Banks, lenders and procurement portals will not re-run the check on their own — send them the updated record.
Prevent the repeat. Calendar your registry date as a recurring annual reminder, and calendar a second one to verify the agent address is still real. Oregon sends the notice to that address and nowhere else.

How Long Reinstatement Takes

Oregon does not publish a guaranteed reinstatement turnaround, so the honest answer is to check the Corporation Division's currently posted processing times before you promise a date to a bank or a client. What works in your favor is that the filing is online through the Oregon Business Registry rather than a mailed paper form, which removes the mail-transit and data-entry legs that make reinstatement slow in paper-form states.

In practice, the Corporation Division's queue is rarely what holds an Oregon reinstatement up. Three other things do:

Not knowing how many years you owe. Owners routinely under-count delinquent renewals because they are counting from the year they stopped operating rather than from the registry record. Read the record, not your memory.
The registered agent. If you have no Oregon street address and need to appoint a commercial agent, that selection and setup happens before you can file — and it takes longer than the state's review.
A name conflict. If someone claimed your name while you were inactive, resolving it is not a filing-queue problem and no processing time applies to it.

Do it in one pass. Read the status, registry date and dissolution date off your record. Confirm you are inside five years. Confirm your name is still available. Secure a registered agent with a physical Oregon street address. File the reinstatement online and pay $100 plus $100 per missed renewal. Verify the status flipped, then tell whoever was waiting.

What Reinstatement Does Not Fix

Reinstating restores the entity with the Corporation Division. It settles nothing else, and Oregon's reputation as a simple state widens that gap more than owners expect.

The Corporate Activity Tax, and its lower registration threshold. Oregon's CAT applies to commercial activity above $1,000,000 at $250 plus 0.57% of the amount over the threshold. The detail that catches people is that registration is required once you exceed $750,000 in Oregon commercial activity — a registration obligation that starts $250,000 below the point where you owe any tax. A business can be fully registered and owe $0, or owe a registration it never made while genuinely owing nothing. Neither situation is affected by your entity status.

Pass-through income tax. A default-taxed Oregon LLC passes its income to the members, who pay Oregon personal income tax at graduated rates of 4.75%, 6.75%, 8.75% and 9.9%, with the top bracket applying above $125,000. That runs through the Department of Revenue on a separate track from the Secretary of State, and reinstating an entity resolves none of it.

Local licenses. Oregon has no state sales tax and no use tax, which genuinely does remove a category of risk that exists almost everywhere else — a lapsed Oregon entity does not put a sales-tax permit in jeopardy. What it can affect is city-level business licensing, including Portland's, which has its own registration and renewal cycle and its own view of an entity that went inactive.

The renewal itself, going forward. Reinstatement clears the past; it does not change the fact that your $100 renewal comes due again on your registry-date anniversary next year, with the same roughly 45-day fuse behind it. For everything an Oregon LLC owes and when, see our breakdown of Oregon LLC costs for 2026, or the Oregon LLC compliance hub for every filing in one place.

Frequently Asked Questions

How much does it cost to reinstate an Oregon LLC in 2026?

One hundred dollars plus one hundred dollars for each annual renewal you missed. ORS 63.654 sets the reinstatement fee at $100, and the reinstatement is only granted once every delinquent annual report is brought current at Oregon's standard $100 renewal fee. So the arithmetic is simply $100 plus $100 per delinquent year: one missed renewal is about $200, two about $300, three about $400, five about $600. Nothing else attaches. There is no late penalty component, because Oregon charges no monetary late fee on an LLC annual report in the first place — the $100 renewal costs $100 whether you file it on your anniversary or five weeks past it. That makes Oregon cheaper than most of its peers at short lapses and unremarkable at long ones. Nevada stacks fees and penalties to roughly $1,875 on a three-year revocation; North Carolina charges $100 plus $200 for every missed report, so three years there is $700; Georgia charges a flat $260 base plus every delinquent registration. Oregon at three years is $400. The figure that actually matters for your decision, though, is not the reinstatement total — it is that a brand-new Oregon LLC costs $100 in Articles of Organization, which is less than the cheapest possible reinstatement. Confirm the current fees on the Oregon Secretary of State's fee schedule before you send money.

How long do I have to reinstate an inactive Oregon LLC?

Five years from the dissolution date. ORS 63.654 governs reinstatement following administrative dissolution, and Oregon makes the filing available online through the Oregon Business Registry for five years from the date the Corporation Division inactivated the entity. Past that window the online route closes and you are down to contacting the Corporation Division directly about whatever remains. Five years is a genuinely generous window by national standards — Ohio gives two years and then the cancellation is permanent at any price, Wyoming gives two, Arizona gives six, Georgia gives five. But the length of the window is the wrong thing to plan around, for a specific reason: your business name does not wait five years. When Oregon inactivates an LLC, the name is released back into the available pool and another registrant can claim it. The entity may still be revivable in year four; the name may have been gone since year one. Read the dissolution date directly off your entity record in the Oregon Business Registry rather than working from memory, because the five-year clock runs from that date and not from the anniversary you missed.

Should I reinstate my Oregon LLC or just form a new one for $100?

Reinstate, in almost every case — and Oregon is one of the few states where you have to override the price signal to get there. The numbers really do point the wrong way. Articles of Organization for a new Oregon LLC cost $100. Reinstating after one missed renewal costs $200, after three it costs $400. On the invoice, starting over always wins. What the invoice does not price is everything that dies with the old entity. Reinstating restores the same legal company: the same EIN, the same registry date, the same bank accounts, the same signed contracts, the same city licenses, the same operating history a lender or a landlord underwrites against, and the same name. Re-forming gives you a new company that shares your logo. You apply for a new EIN, reopen business banking with new signature cards, re-execute vendor and client agreements in the new entity's name, re-apply for local licenses, and answer "2026" to every formation-date question on every credit application for the rest of the business's life. That is weeks of unpaid administrative work to save $100 to $300, and it quietly resets the credit and operating history you spent years building. Two exceptions are real. If you are past the five-year window in ORS 63.654, reinstatement is not available and forming a new LLC is the only route. And if the lapsed LLC is a genuinely empty shell — no EIN activity, no bank account, no licenses, no name equity — then it is not an entity you are preserving, it is a filing, and $100 for clean articles is the rational answer.

Why did Oregon inactivate my LLC when there is no late fee?

Because Oregon substitutes speed for money, and that catches people who assume "no penalty" means "no urgency." Oregon charges no late fee on a late LLC annual report — the state calls it a renewal — so nothing accrues and no bill grows while you are past due. What happens instead is that roughly 45 days after your due date, an unfiled renewal causes the Secretary of State's Corporation Division to inactivate the LLC. That is Oregon's administrative dissolution, and a six-week fuse is dramatically shorter than the one- and two-year clocks most states run before dissolving anyone. Owners who have compliance experience in other states are the ones most likely to be surprised by it. The second half of the problem is the due date itself. Oregon does not use a fixed statewide deadline the way Florida uses May 1 or Georgia uses April 1. Your renewal is due on the anniversary of the date your articles of organization were filed, which means every Oregon LLC has a different deadline and yours is a date nobody outside your own records is tracking for you. The state mails a renewal notice, but it goes to the address on file — and a stale registered agent address is the single most reliable way to turn a routine $100 filing into a $200 reinstatement. Look up your entity in the Oregon Business Registry at sos.oregon.gov and read the status line before you assume anything: active means the fix is a $100 renewal, inactive means you are in reinstatement territory.

What form do I file to reinstate an Oregon LLC?

Oregon does not run reinstatement on a numbered paper form the way Ohio runs Form 525A or Tennessee runs Form SS-9410. You reinstate through the Oregon Business Registry at sos.oregon.gov, the same online system you use to file the annual renewal, by locating your inactive entity and filing the reinstatement application against it. The filing does three things at once: it applies to reinstate, it brings every delinquent annual report current, and it confirms or corrects your registered agent and principal office information. Have four things ready before you start. First, your registry number and the exact dissolution date from your entity record. Second, a payment method for the full amount — $100 plus $100 for each missed renewal, which the system totals for you. Third, a registered agent with a physical Oregon street address; Oregon does not accept a P.O. box, a commercial mail receiving agency mailbox, a mail-forwarding business or a virtual office as a registered office. Fourth, confirmation that your business name is still available, because if another registrant claimed it during your inactive period you will have to resolve the conflict as part of the reinstatement, and adopting a new name means articles of amendment at $100. If any of that is unclear on your record, call the Corporation Division before you file rather than after you have paid.

Can I be my own registered agent when I reinstate?

Yes, if you have a physical Oregon street address, and it costs nothing. An individual may serve as an Oregon LLC's registered agent — the LLC itself cannot be its own agent, but a member or manager can serve personally — and ORS 63.111 imposes no Oregon residency requirement on the agent, which is unusual and worth knowing if you are an out-of-state owner with an Oregon location. What Oregon does require without exception is a real Oregon street address as the registered office. No P.O. boxes, no CMRA mailbox addresses, no mail-forwarding businesses, no virtual offices. That address goes on the public record and has to be a place where someone can actually accept service of process during business hours. The part worth acting on: changing the registered agent in Oregon is free. The Information Change filing carries no state fee, which makes the most common cause of inactivation also the cheapest thing on this page to prevent. If the agent address on your record is an office you left, a service you stopped paying, or a relative who moved, fix it as part of the reinstatement and then check it once a year — because the renewal notice that would have saved you $100 goes to exactly that address.

Does reinstating my Oregon LLC clear up my taxes?

No. Reinstatement restores the entity with the Corporation Division and settles nothing with the Department of Revenue, and Oregon has one tax in particular that surprises owners who think of it as a low-compliance state. The Corporate Activity Tax applies to Oregon commercial activity above $1,000,000 at $250 plus 0.57% of the amount over that threshold, and registration is required once you exceed $750,000 in Oregon commercial activity — a registration threshold set below the tax threshold, which means a business can owe a registration obligation while owing $0 in tax. That is a common and expensive misunderstanding. Separately, a default-taxed Oregon LLC is a pass-through, so members report the income and pay Oregon personal income tax at graduated rates of 4.75%, 6.75%, 8.75% and 9.9%, with the top bracket applying above $125,000. None of that is affected by your entity status one way or the other. The one Oregon simplification that is real: the state has no sales tax and no use tax, so unlike almost everywhere else, a lapsed entity does not put a sales-tax permit at risk. City-level business licenses, including Portland's, are a different matter and have their own renewal cycles. Confirm your own account status with the Oregon Department of Revenue rather than assuming a clean reinstatement means a clean slate.

Official Source

For the most up-to-date information, always verify requirements with the official Oregon Secretary of State website:

https://sos.oregon.gov/business

Important Disclaimer

This article is for informational purposes only and does not constitute legal advice. LLC requirements, fees, and deadlines change frequently. Always verify current requirements with your state's Secretary of State office before making business decisions.

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