BUSINESS LAW - Danley Law Firm

Helping Businesses Succeed         

A business that is properly planned, formed, and legally maintained has a greater opportunity to succeed while controlling risks along the way.  This applies to businesses of all types, including closely-held or family-owned businesses.  As listed below, Planning, Formation, and Maintenance are key ingredients to effective legal planning for businesses.

We are fortunate to serve many thriving businesses as well as their founders and executives who have worked extremely hard and taken many risks to create and grow their businesses.  We enjoy being an integral part of a business client’s team, and with many years of business law experience, are able to provide legal options or solutions to many business-related legal issues.

Here are some of the important questions or issues that should be considered in effective legal planning for businesses:

Planning

• What are the planning goals and the business purposes?
• What type of business entity should be used?  Limited Liability Company, Partnership, Corporation, etc.?
  
• Who will own and control the business?  Who will manage it on a day-to-day basis?
• Are the desired names or trade names of the business available for use by the business?
• How will the business be capitalized and funded?
• What is the desired tax treatment for the business and its owners?
• Will the business be exempt from securities law registration?  Will other owners be added at a later date?
• Will the business be regulated by a governmental authority, and what licenses or permits must be obtained?
• Will the business operate in more than one state or outside the United States?
• Will the assets or operations of the business require compliance with any special laws or regulations?
• Is a business succession plan needed or desired?

Formation

• How and when will the business be legally formed?
• What legal documents will be needed to form the business?
• Are any elections with the IRS or the state tax agency required?
• What agreements or other documents confirm the legal arrangements between the interested persons (for example, Bylaws, Buy-Sell or Shareholders Agreement, Partnership Agreement, Operating Agreement, etc.)?
• Do any compensation or other contractual arrangements need to be documented?

Maintenance

• Are meetings of the governing body (such as directors) and of the owners (such as shareholders) being held and documented as required by law or the governing documents of the business?
• Are the governmental filings and fees, which may be required for keeping the business (such as a corporation or a limited liability company) in good standing, being timely made and paid?• Is proper insurance coverage in place for the assets, operations, and liabilities of the business?
• Is the business being operated in compliance with applicable laws and regulations?
• Is the business being operated in compliance with its contractual obligations?
• Are the intellectual property rights and trade secrets of the business being protected?

Helpful Tips

• If your business is an Oklahoma corporation, be sure and (1) timely file any required franchise tax returns in order for it to remain in good standing, (2) keep annual shareholders’ and directors’ meeting minutes up-to-date, and (3) comply with all other corporate formalities in order to remain in good standing and to help protect the “corporate limited liability shield."
  
  
• If your business is an Oklahoma limited liability company (LLC), be sure and timely file the annual certificate for limited liability companies with the Oklahoma Secretary of State and pay the required annual filing fee in order to remain in good standing and to help maintain the LLC’s “limited liability shield."
  
  
  
• If you own all or part of a business, be sure that the management and disposition of your interest in the business are adequately planned for in your own estate planning and that you have a desired business succession plan in place.