Almost every new business owner asks the same question early on: LLC or S-corp? That’s usually the wrong framing, an LLC is a state-law business entity type, and an S-corp is a federal tax election layered on top of it. Getting the two decisions right from the start avoids an expensive cleanup later. I help Oklahoma founders choose the right entity, form it correctly, and put in place the governance documents, buy-sell provisions, operating agreements, ownership terms, that most new businesses skip until there’s already a dispute.
What This Covers.
- LLC and corporate formations (Articles of Organization / Incorporation)
- S-corp election guidance, coordinated with your accountant
- Operating agreements and bylaws
- Buy-sell agreements and ownership transfer provisions
- Corporate governance and board/member consent documentation
- Ownership disputes and buyouts
Why Work With Me?
I’ve handled entity formation and governance for close to two decades, and I’ve also sat on the other side as in-house counsel advising boards and executive teams directly. I don’t just file your paperwork and move on; I aim to be the counsel that grows with your business from formation through scale.
Frequently Asked Questions
Looking to get started?
Simply reach out to me here. Share you situation and concerns, and let me show you how I can help.
What is a limited liability company (“LLC”)?
A LLC is a creation wholly created by state law, and each state has its own specific statutes governing their creation and administration. A LLC is a modern invention that provides a lot of flexibility to its owner(s), but with that comes some responsibility to structure everything correctly.
What is a buy-sell agreement?
A buy-sell agreement describes the rules that will govern the transfer of the ownership interest of a business owner in certain, specific situations (i.e. divorce, incapacity, death, etc.). It is best to have these scenarios in writing before they occur as the likelihood of getting everyone to agree once a conflict has arisen is low.
What is the difference between an operating agreement and bylaws?
An operating agreement is the governing document for a LLC, while bylaws are the basic governing document for a corporation.
What is a corporation?
Just like a LLC, a corporation is a creature of statute, and you must file articles to create it. Unlike a LLC, there is a default tax election created when you incorporate. If you wish to deviate from the default taxation election, you must timely file your alternative election.
When should I consider an S-corp election?
There are a few factors that influence this decision; employment taxes, intended distributions, and ownership of real property. But this decision is best made after discussion with your attorney and accountant to achieve the most advantageous election.
Does structuring my business as a LLC or corporation allow me to avoid personal liability?
Not necessarily. As a general rule, it is very difficult to avoid personal liability for your own bad acts. But there are strategies in business structuring that can used to minimize or eliminate personal liability.
Have Questions?
Tell me about your business idea and/or needs, and let’s have a chat.