Legal Question in Business Law in Oklahoma

State of Incorporation

My business partner and myself need help in deciding where to incorporate our LLC. Our options are Oklahoma, Texas, Delaware, and Nevada. He is from Texas and I am from Oklahoma. Hence, we have been working on our business in both states. I spoke with a lawyer and he told me that most states have adopted the laws of Delaware for incorporation, and that incorporating a LLC in any state is virtually the same. Thanks for your help!

Asked on 8/25/08, 3:46 pm

2 Answers from Attorneys

John Graves The Law Office of John H. Graves, PLLC

Re: State of Incorporation

It is virtually the same as far as statutory language and interpretation. One major consideration, if you incorporate in Deleware you are subject to being sued in Deleware. Not likely that you want to have to travel up there if you get in a partnership dispute or a commercial creditor brings a suit against you. If you are already doing business in both states you really need to formalize your business plan and partnership/operating agreement. Best of luck!

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Answered on 8/25/08, 7:43 pm

Re: State of Incorporation

Whether or not you incorporate would depend on your plans and the need for further protection under these statutes. If you are working in other states it is recommended, the only difference is that you many have to pay taxes and get a letter of good standing to operate in other states; unlike LLC's which have flow-thru income, a corporate, which usually have by-laws as opposed to an operating agreement is more structured and tax requirement are different. In LLC's you have members but in corporations you are shareholders. Whether you should corporate would depend on what you intend to do but it is a good entity to consider for expanding to other states and some states do have different laws, rules and statutes.

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Answered on 9/07/08, 1:45 am

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