If You Incorporate in the U.S., You Can’t Remain Anonymous

Recently, two different individuals emailed me about their desire to form and run a legal entity while remaining anonymous.

I had to tell them that they could not achieve their objective. This post explains why that is the case.

Initial Formation is Easy

It is easy for a founder to be anonymous when taking the first step to form a corporation or a limited liability company (LLC).

• A lawyer or an online service can file the required document (articles/certificate of incorporation, articles of organization/certificate of formation) with the applicable Secretary of State.
• There is no need for that document to identify the founder.

Ongoing Reports = No Longer Anonymous

Thereafter, though, there is a problem. States require annual or biennial reports that, along with other information, identify the people who manage the entity (corporate directors and officers, LLC managers). If you want to run that entity, then you cannot remain anonymous.

A New Mexico LLC is a potential exception, because the state does not require an annual or biennial report. However, that approach works only if you will be running the LLC’s business in New Mexico! If you will be running it in another state, then you will need to register the LLC in that state, and you will not remain anonymous.

Bottom line: As a practical matter, if you want to form and run a legal entity in the U.S., then you cannot remain anonymous.

Check out all posts about business entities.

Photo credit: Michal Zacharzewski via freeimages

Dana H. Shultz, Attorney at Law +1 510-547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.