Oklahoma City Law Firm Of Brown & Gould

What Are The Steps To Business Dissolution in Oklahoma?


Legal businesses – LLCs and Corporations – are registered with the state of Oklahoma, which is one of the primary reasons why there is a legal process for closing them. The process is referred to as a voluntary dissolution, and the basic steps involved in closing a registered business in Oklahoma are as follows.

Step -1 – Review The Operating Agreement

When the business was set up, part of that process was to develop an operating agreement. Inside that document are the agreed-upon steps to begin dissolving the business. It is critical that you follow those rules to the letter. Your operating agreement is a legal document that binds the members of the company. It prevents one or more persons from arbitrarily closing the business and walking away. A vote is needed, and the document should spell out the procedure and course of action.

There are ways around this process and a business dissolution attorney can help you if needed.

Step 2 – Notifying the State of Oklahoma

Once the legal requirement of dissolving the company occurs based on the operating agreement, the next step is to file an Articles of Dissolution with the Secretary of State for Oklahoma.

What to include:

  • Basic company information – name, address, legal address, LLC number if issued,
  • The reason why the company is closing – You can also include a copy of the minutes from the meeting of your board declaring the dissolution, and the reason why the company is closing.
  • The effective date of the closure – This step is important because it ends the business as a legal entity on that date even though legal matters may still appear through the legal representative of the company.
  • A legal signature – To make the Articles of Dissolution binding it must be signed by a legal representative of the company and someone who has the authority to legally speak for the company.

Step 3 – The Physical Closing

The physical closing goes beyond simply closing the door and ending employer-employee relationships. It involves:

  • Settling all legal disputes, lawsuits, etc.
  • Physically closing the business and wrapping up details such as the return of leased equipment, etc.
  • Paying off or dissolving any of the business’ liabilities – any outstanding debt must be addressed. How that happens is partially defined in the articles of incorporation and operating agreement. Responsible parties will take on debt or discharge them through court order or bankruptcy.
  • Dealing with any assets that the company may have that are not tied to the company’s liabilities.

The Secretary of State in Oklahoma

Fortunately, you do not have to deal with the SOS and taxation upon closing your business in Oklahoma. You will still be liable for taxes through the state and federal government. The office of the SOS will contact you regarding your dissolution submission and any issues brought up will need to be corrected.

Contact Brown & Gould For Help With Business Dissolution

Closing your business in Oklahoma can be cumbersome, and you want to make sure that the process is handled so that all legal ties and obligations are covered. For that reason and many others, businesses often turn to the legal advice of a business dissolution attorney. Brown & Gould is an experienced firm that has serviced the business community of Oklahoma for many years. Call us today for help with legal business matters.

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Areas We Serve

Brown & Gould, PLLC,
136 NW 10th Street
Suite 200
Oklahoma City, OK 73103
Phone: 405-235-4500
Fax: 405-235-4507    
The Oklahoma City, Oklahoma, law office of Brown & Gould, PLLC, serves the nearby cities of Moore, Norman, Edmond, Nichols Hills, Midwest City, Del City, Yukon, Mustang, El Reno, Shawnee, Tulsa and other areas, including Oklahoma County, Cleveland County, Canadian County, McClain County, Pottawatomie County, Tulsa County, Logan County and throughout the state of Texas in the cities of Dallas, Fort Worth, Houston, San Antonio, El Paso and Austin.