Tulsa Business Dissolution Lawyers
Dissolving and winding up a business can be complicated and needs to be done right to protect the company’s owners from liability. Dissolving a business can also be either civil or contentious.
As we discuss on our Business Formation page, co-owners can generally dissolve a business civilly when they have prepared formation documents clearly defining each owner’s rights and responsibilities and how to wrap up the business.
Even if a business wrapup is civil, it can be tricky. And the complications are magnified if the dissolution is contentious, often requiring court involvement. Call Davis Business Law’s Tulsa business dissolution lawyers today at (918) 900-0192 for a free consultation on how we can help you wrap up and dissolve your business.
Dissolving A Business
Assuming that the business dissolution is civil, owners must take several steps to dissolve an Oklahoma company. The process focuses on liquidating assets, paying creditors, distributing the remainder to owners, and notifying government entities.
The first step in dissolving a business is to prepare a resolution, which the members sign, agreeing to dissolution and outlining the steps. The steps should be the same as described in the operating agreement. Our Tulsa attorneys are happy to help with this resolution.
The next step is to cease operations and liquidate or divide assets. Stopping operations stops the revenue flow, so your business can make a concrete asset calculation. The company should pay all creditors if there is enough cash. The owners can then decide whether to liquidate physical assets or divide the property.
If the business does not have enough money to pay creditors, it must liquidate assets to get enough. If it cannot pay its creditors with all available funds, please call one of our Oklahoma business attorneys for help to avoid personal liability.
After the business has paid its creditors, it can distribute remaining assets, according to how owners agreed in the operating agreement. Sometimes the company has no operating agreement, and the owners disagree about how to distribute assets. In that case we recommend consulting with an attorney to discuss your options.
For an Oklahoma Limited Liability Company, your company needs to complete and file Articles of Dissolution with the Oklahoma Secretary of State. Your company can continue its winding down even after filing the Articles of Dissolution. Your company must also provide notice to the Oklahoma Tax Commission, the Oklahoma Employment Security Commission, and the IRS. Davis Business Law’s attorneys can help guide you through that process.
Business Separations Can Be Civil or Contentious
A business dissolution has to follow a similar process, whether civil or contentious. However, if the dissolution is contentious, the owners may have to go to court to dissolve the company and seek what they are entitled to upon the company winding up.
For a Limited Liability Company, if the owners cannot unanimously agree to dissolve the company, Oklahoma law allows an owner to apply to a district court for a dissolution. The court may then set terms and decree dissolution of a limited liability company.
Oklahoma’s limited liability statutes govern how a Limited Liability Company winds up if there is no operating agreement. Other Oklahoma statutes also govern the dissolution of different types of business entities. If you are involved in a contentious business dissolution, Davis Business Law’s Tulsa attorneys want to help you get everything you deserve in the dissolution.
Common Reasons for Business Dissolution
Oklahoma businesses dissolve for many reasons. Among the most common reasons are:
- Owners do not want to continue, usually prompted by an event such as their commercial lease ending.
- Lack of adequate cash flow, not planning ahead for growth, or increased costs.
- Wanting to roll assets into a new business, perhaps to rebrand.
- Owner disagreements.
Protecting Your Interests
Dissolving and winding up a business can be tricky. We have explained the typical steps for a Limited Liability Company. If you have a corporation, the steps can be more complicated. If the business does not wind up properly, the owners could be individually liable for its debts.
Further, suppose your company is dissolving because the owners disagree so much they cannot even work together. In that case, you will want to hire an attorney quickly, lead the dissolution, and take the driver’s seat for how the court should structure the proposed wind up.
Contact an Experienced Business Separation Attorney
Our experienced business attorneys at Davis Business Law work hard to help all our clients succeed. But, some businesses inevitably still dissolve. Whether it is a contentious or a civil dissolution, we find that dissolving the company can provide our clients great relief. It can give the owners a new beginning, more freedom, or help them out of toxic relationships with other owners.
If you need help dissolving your business, our Tulsa attorneys want to guide you through the steps. If the dissolution is contention, our dissolution attorneys are experienced litigators who can fight for your rights in court. Call Davis Business Law’s Tulsa business dissolution attorneys today at (918) 900-0192, or contact us here.
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Meet Our Tulsa Business Lawyers
Joseph P. Titterington, Esq.
Ashley Morey, Esq.
7633 E 63rd Pl.
Tulsa, OK 74133
Davis Business Law
321 S. Boston, Suite 300
Tulsa, OK 74103