how many business lawyer in oklahoma

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Selecting a lawyer is a personal matter. Ask family, friends, coworkers and others for recommendations or search online. The Oklahoma Bar Association does NOT refer attorneys to consumers, provide legal advice, license or regulate paralegals or other nonlawyers.

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Selecting a lawyer is a personal matter. Ask family, friends, coworkers and others for recommendations or search online. The Oklahoma Bar Association does NOT refer attorneys to consumers, provide legal advice, license or regulate paralegals or other nonlawyers.

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What type of entity do Oklahoma lawyers practice?

In addition to the historical choices of sole proprietorships and partnerships, Oklahoma lawyers may practice through corporations (either C or S corporations), limited liability companies or limited liability partnerships. Each entity has unique characteristics, which pose advantages and disadvantages. This paper will examine the advantages and disadvantages of these entities to provide a basis on which lawyers may make informed decisions about what entity is right for them.

What is limited liability in Oklahoma?

In 1961, Oklahoma adopted its Professional Corporation Act.1 The act’s adoption resulted from two developments: first, a recognition that limited liability does not impair the traditional professional relationship between a lawyer and the client, and second, a desire by professionals to gain rather substantial income tax advantages that were then available only to corporations. Regarding the first development, professionals were long denied the use of corporations due to a belief that the corporation’s limited liability was incompatible with the professional relationship.2 The belief does not withstand examination. The professional relationship is grounded in the duties that a lawyer owes a client. If a lawyer breaches a duty, he or she is liable regardless of the presence of a professional corporation. In other words, a corporation’s limited liability offers no protection from an individual’s breach of duty. The individual is personally liable whether he or she practices as a sole proprietorship or through a corporation. The desire for corporate tax advantages was a second incentive for professional corporations.3 At the time, the Internal Revenue Code permitted generous deductions for qualified retirement program contributions by corporations. These deductions were not available to sole proprietorships or partnerships. The disparity has since been eliminated,4 but the advantage was for many years a powerful economic incentive to become a professional corporation.

What is the Professional Entity Act?

The Professional Entity Act does not regulate the traditional sole proprietorship or partnership or the LLP, which is a form of general partnership. These entities are subject to the various regulations applicable to the rendering of professional services. For lawyers the regulations are the Rules of Professional Conduct, which among other things regulate practice with non-licensed individuals, the responsibilities of a partner or supervisory lawyer, the sale of a practice, advertising, and the use of non-compete agreements.8

Can a corporation be converted to an LLC in Oklahoma?

Existing entities can convert from one form to another under Oklahoma law. For example, a corporation may convert to an LLC or vice versa.50 But the conversion from one entity to another is not always a simple process. Important tax considerations can arise and these may influence a professional’s decision to choose a certain entity. If the professional is currently a sole proprietorship or partnership, he or she can usually become a PLLC without tax consequences.51 The PLLC is, however, a new entity and the assets and liabilities must be transferred to the new entity (usually by an assignment and bill of sale if no real property is involved). Before converting, the professional must examine current agreements, including notes, security agreements and leases, to ensure that a default will not occur under these agreements upon a transfer or assignment. The need to obtain a consent to assignment is not unusual. The process of changing from a partnership to an LLP is even easier, since no change of entity occurs. The partnership files a Statement of Qualification with the Secretary of State and must meet the insurance or security requirements. There are no tax consequences and no need to transfer or assign existing property or agreements since the entity remains intact.64

Is a corporation a legal entity?

At least in theory, the share interest is freely transferable (to other licensed professionals), and the corporation is a separate legal entity independent of its shareholders. Under the statutory scheme, the shareholder/professionals are not active participants in management – except for their