The Oklahoma Bar Journal September 2023
can do this by listing their titles after their name when they sign: for example, “John Doe, Manager.” Make Your Professional Limited Liability Company Status Known When you print your company name, it should include “PLLC” at the end: for example, “Law Office of Smith & Jones PLLC.” Business cards should display the full legal name of your professional limited liability company. If you have a website or retail space, make sure your full legal name is displayed on them correctly. Make purchases and pay invoices via a business checking account or a credit card that has the full name of the business on it. Create invoices in the full company name to send to your clients. Also, any contracts, leases or other doc uments you sign should be in the full company name. name, you need to register the alternate name as a trade name with the Oklahoma secretary of state. For example, if the legal name of your firm is “Law Office of Smith & Jones PLLC” but in your commercials you tell the public to call “The Smith & Jones Firm,” you need to register “The Smith & Jones Firm” as a trade name with the secretary of state. Register All Assumed Business Names If you ever refer to your firm as anything other than its full legal Keep Detailed Business Records It’s essential to keep accurate and up-to-date records of your professional limited liability company’s activities. This includes financial statements, tax returns and other important documents. Proper recordkeeping will not only help you stay organized and
Bank Accounts Your professional limited lia bility company needs to have its own bank accounts separate from your individual accounts. As a law firm, you also need to make sure you have an IOLTA account to hold unearned client funds. Never use company or client funds to pay personal expenses. If it is necessary for owners to contribute additional money to meet payroll or pay other business expenses, document the additional infusion of funds either as a loan the company must repay or as additional equity for the con tributing member. Have a business checking account and business credit card, and only use these for business expenses. If a limited liability company is undercapitalized intentionally, the owners may become personally lia ble for claims against the company. 3 Whenever possible, make sure your firm has enough financial resources to adequately manage it. If your firm is undercapitalized, you should also consider getting good insurance policies. Most of us are probably aware of basic liability insurance and malpractice insur ance but may be less aware that firms can also obtain errors and omissions insurance to protect members and managers from claims arising from their actions on behalf of the business. Ensure Adequate Business Capitalization
File an Annual Certificate Each year, you need to file an annual certificate with the Oklahoma secretary of state. 1 This certificate contains the current contact information for your pro fessional limited liability company, such as its name, address and registered agent. Additionally, you need to include a certification that each member is licensed to practice law in the state of Oklahoma. This is one of those capstone bricks in your wall. If you’re not in compli ance with the secretary of state, you’re not a professional limited liability company in Oklahoma. liability company, you and your members must maintain your pro fessional licenses in good standing. Each member must be licensed and authorized to practice law in the state of Oklahoma. 2 Any changes in licensure status must be reported to the Oklahoma secretary of state. Registered Agent All limited liability companies in Oklahoma must have a regis tered agent. As attorneys, we have a tendency to just list ourselves as our own registered agents when we file our professional limited liability company paperwork with the secretary of state. That’s fine under certain circumstances, but you need to make sure you actually meet the requirements to serve as your firm’s registered agent. You must have a physical location, and you need to have someone there during regular business hours who can accept personal service. So if you’re a solo practitioner who spends a lot of time at the court house, you probably shouldn’t be your own registered agent. Maintain Law Licenses As a professional limited
Conduct Business on Behalf of the Firm Owners and managers must
hold themselves out as representa tives of the business. For example, if they sign a document, they should do so on behalf of the firm and not in their individual capacity. They
Statements or opinions expressed in the Oklahoma Bar Journal are those of the authors and do not necessarily reflect those of the Oklahoma Bar Association, its officers, Board of Governors, Board of Editors or staff.
16 | SEPTEMBER 2023
THE OKLAHOMA BAR JOURNAL
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