Business Law

Oklahoma Coronavirus Emergency: Governor Stitt further clarifies the elusive meaning of being an “essential” business

As I mentioned earlier, yesterday, as the number of Covid-19 cases in Oklahoma continues to grow in the Coronavirus emergency (164 confirmed positive COVID-19 cases as of now), on March 24, 2020, Oklahoma Governor Kevin Stitt issued his Fourth Amended Executive Order 2020-07.  

Section 20. of the Amended Executive Order provides that all business that are not essential must close by 11:59 PM at March 25, 2020.

Then late this afternoon, Governor Stitt further clarified what it means to be an “essential” business through another Order which you can find below:

 

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Posted by Shawn Roberts in Business Law

Coronavirus Oklahoma: Is your business considered essential under Governor Stitt’s Safer-at-Home Order?

As the number of Covid-19 cases in Oklahoma continues to grow in the Coronavirus emergency, on March 24, 2020, Oklahoma Governor Kevin Stitt issued his Fourth Amended Executive Order 2020-07 increasing the restrictions to try to slow the spread of the coronavirus and Covid-19.  You can find a copy of Governor Stitt’s Order here.

Paragraph 20 of Governor Stitt’s Order provides:

Effective at 11 :59 p.m. on March 25, 2020, all businesses not identified as being
within a critical infrastructure sector as defined by the U.S. Department of
Homeland Security and located in a county experiencing community spread of
COVID-19, as identified by OSDH on its website, shall close. Additional
sectors may be designated as critical by Executive Order or Memorandum.
Nothing in this provision shall prevent restaurants and bars from providing
pick-up, curbside, and delivery. This shall be effective until April 16, 2020.

So, all Oklahoma businesses in counties with at least one Covid-19 case that are within a critical infrastructure sector must close for 21 days by March 25, 2020, at 11:59 PM.  What businesses are covered by this Order?  Consider Kevin Stitt’s tweet below:

and, Governor Stitt signed an Executive Memorandum clarifying what businesses are essential:

 

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Posted by Shawn Roberts in Blogposts, Business Law

Oklahoma “Force Majeure”: A term with which you need to become familiar

KONICA MINOLTA DIGITAL CAMERA

Despite the fancy French name, Force Majeure is not a French pastry or some act that adults perform with each other in adult settings. Force Majeure is a term that you will hear with ever-increasing frequency as the global coronavirus pandemic continues. 

What is Force Majeure? How is Oklahoma Force Majeure treated? Read on to find out.

Continue reading →

Posted by Shawn Roberts in Blogposts, Business Law

What is Oklahoma individual liability and why does it matter?

Diplomatic Security Service from Flickr User BSAC_Mock Dignitary Protection

We are talking about Oklahoma asset protection. That is, protecting your assets from being taken by a creditor or another party that has a judgment against you, individually.

Fortifying your assets
One way to fortify yourself and protect your assets is to do business through an Oklahoma entity. When I say entity, I am generally talking about an Oklahoma limited liability company or an Oklahoma corporation.

You form the entity, and then you use the entity to conduct business. For example, I have clients you have rental properties and they have created at least one LLC to own the rental property.

Explanation of the Mechanics
Here is how the protection works: 

For a rental property, the entity enters into a lease with a tenant. If for some reason, the property generates liability for the owner and the tenant or another party trying to recover against the owner, the creditor has to start by recovering against the entity rather than against the person who formed the entity.

The Wall of Separation
That means there is a wall of separation between what you own individually, for example, if your home and your cars, and what your business owns, which is the rental property. While there are some circumstances where a creditor could reach your individual assets, it is much more difficult when the creditor has to pierce through an entity that is out front.  For more information about piercing through the corporate veil in Oklahoma, consider – 5 Steps to prevent your Oklahoma corporate veil from being pierced

If, in my rental home example above, the owner owns the property in his or her own name and lease is the property in his or her own name then the owner is going to be liable if there is liability created which means the owner is putting all of its assets at risk. There’s no reason to have this happen using an entity to do business and if you need help getting that entity set up or getting started please reach out to me.  

 

Posted by Shawn Roberts in Blogposts, Business Law, Oklahoma limited liability company

Can an Oklahoma Notary notarize a relative’s signature?

Oklahoma Notaries play a key role in finalizing many Oklahoma documents such as last wills and testaments, powers of attorney, deeds and real estate purchase contracts to name only a few examples. 

The Oklahoma Notary provides the certification that the person who signed the document is indeed that person.  An Oklahoma Notary Public is handy to have in most law offices and many business offices to notarize the signatures required by legal documents.

With the notary seal being so helpful, you might imagine there may be some issues created by a notary’s helpfulness and convenience.  One of those issues is whether an Oklahoma Notary Public can notarize the signature of a relative.  My instinct on this one, before researching the question, was that “no” a notary cannot notarize a relative’s signature, the same as a witness to a last will and testament cannot be related to the person making the last will and testament.  And, my instinct was mostly wrong.

According to the Oklahoma Secretary of State Oklahoma law allows a notary to notarize a relative’s signature:

A notary is an impartial witness. The law does not forbid notaries from notarizing the signatures of relatives. However, if the notarized document was ever the subject of a court suit, a judge might determine the notary was not an impartial witness.

With that in mind, my thought is that if there is someone else that can provide the notary seal for a relative, by all means, do not use the related notary to notarize a relative’s signature.

 

Posted by Shawn Roberts in Blogposts, Business Law

What business licenses are required to do business in Oklahoma City?

I believe that Oklahoma is perceived as a state with a relatively small amount of business regulations (a relaxed regulatory environment so to speak).  However, even in Oklahoma’s relatively regulation-lite environment, there are still regulations to consider if you are in business.

One example is if you are doing business within the Oklahoma City limits there are a number of occupational or business licenses you must have to be legally compliant.  Below is a list of most of the required occupational licenses and if you are looking for more information consider visiting the City of Oklahoma City’s website.

One more thing to know: The city limits of Oklahoma City are expansive and amorphous indeed the OKC City Limits are large enough to hold the cities of Philadelphia, Boston, Washington, D.C., Pittsburgh, Manhattan, San Francisco, and Miami!

Advertising License Alcoholic Beverage License
Auction Sales License Coin ­Operated Device License
Day Care And Day Camp License Dry Cleaning License
Food Service Establishment License Gasoline And Oil License
Hotel/Motel License Kennel License
Low Point Beer License Massage Establishment License
Mobile Home Park License Outdoor Sellers
Pawnbroker License Used Auto Dealer & Salvage License
Used Merchandise License Vehicle Food Sales
Vehicle Frozen Dessert Sales License  

 

Posted by Shawn Roberts in Blogposts, Business Law

What is arbitration?

When you have a legal dispute with someone, there are at least two procedures for resolving the dispute:  File a lawsuit in the tax-payer funded court system or submit to binding arbitration.

My sense with the term “arbitration” is that people who don’t spend time working with the law, probably hear the term often but do not have a clear understanding of what it means and how it is different from a lawsuit in a court.  The American Arbitration Association, one of the largest administrators of arbitration proceedings, defines arbitration as “the out-of-court resolution of a dispute between parties to a contract, decided by an impartial third party (the arbitrator)—is faster and more cost effective than litigation.”

Below is a table that highlights some of the basic differences between a “court case” and an “arbitration.”  Both processes are used to resolve legal disputes between individuals and businesses.

  Court Case Arbitration
Who can find out about it Public Private
Who decides the winner Jury or Judge 1 or 3 arbitrators (usually attorneys) from a roster of neutral arbitrators
Selection of decision-maker Jury selected or elected judge makes decision parties select the arbitrator(s)
Where the case happens County Courthouse Private location arranged by the parties to the dispute
Length of the case 8 months to 2 years 5 months to 1 year
Punitive Damages Maybe Usually not available
Evidence allowed Relevant evidence per evidence code  Limited evidence
How it gets started File a Petition with the court File demand for arbitration
Winner entitled to attorney fees? Sometimes Usually
Costs court fees, attorney fees fees for arbitrator(s), attorney fees
Posted by Shawn Roberts in Blogposts, Business Law

How an Oklahoma Limited Liability Company is taxed

One of the factors to consider when choosing whether to do business as an Oklahoma corporation or Oklahoma limited liability company is how the new entity will be taxed.  There are several options for both corporations and limited liability companies.  Below is a diagram explaining how an Oklahoma limited liability company is taxed.

 

The source for this information is the Internal Revenue Service website, specifically this page.

Posted by Shawn Roberts in Blogposts, Oklahoma limited liability company

The Oklahoma series LLC is not only for real estate but also for . . .

Bernard Spragg. NZ

You probably know that an Oklahoma series limited liability company provides excellent protection for owning multiple tracts of real properties (think rental homes).

But did you know that the Oklahoma series limited liability company may very well work with other non-real property assets and forms of doing business such as:

◊High value medical & business equipment.

For example, a doctor or dentist who owns medical imaging equipment valued six figures, where such equipment can (in remote scenarios) generate substantial liability. Think diagnostic imaging where the machine doesn’t deliver a reliable image . . .

◊Separate divisions of a company

A business owner might use an Oklahoma series LLC to segment a large business in separate departments or divisions. In this context, the terms “department” or “division” don’t have a particular legal meaning but rather describe business segments.

◊Separate product lines offered by a company

You can create a department (or a division – they mean similar things and are sometimes used interchangeably) without filing or drafting any legal agreement at all. However, some companies appreciate the formal separation that accompanies separate series. You can do the same thing for product lines, employee teams, projects, business locations and for other business components.”

◊Equity Compensation Program within a business

As a spinoff of the separate product lines topic about, this use might work in a business with multiple divisions. With each division segregated into a separate series, the LLC can give the key employees of each series some sort of equity interest tied to that series only rather than equity interests in the entity as a whole. This rewards employees in productive divisions and protects them from the potential downside of other divisions.


The Oklahoma law series LLC law allows real property and other assets to be owned by a series. This means that the possible series LLC uses listed above are but a few items. I touched on this topic briefly in this post on the practical uses of an Oklahoma series limited liability company.

By the way, in listing these items I am not endorsing them as the correct use for you or your property. Before you implement a series LLC, take the time to talk with an attorney to discuss the plusses and minuses based on your specific set of circumstances.

Posted by Shawn Roberts in Blogposts, Oklahoma limited liability company