In today’s information age driven by the advent of the Internet, web-based applications and mobile devices, privacy has become a precious commodity. In the US, almost all states publish “public information” on the Internet, allowing anyone with a web browser to get detailed corporate filing information instantly for free, or for a very modest cost and with only a very short delay.
Exposure from the Internet
This means its possible for members of the public, within a few minutes, to identify ownership, management and other information about public and private companies. That’s right, even the ownership information of private companies is publicly available for almost all companies, regardless of whether they are a C-Corporation, S-Corporation, LLC, Professional Corporation or otherwise.
This poses challenges for business owners who wish to keep their personal names from being publicly attached to their businesses. Whether one simply wishes to avoid harassment, or whether one needs to avoid persecution from a hostile foreign entity, anonymous LLC’s are a great mechanism to create anonymity and prevent ownership or management details from becoming publicly exposed.
An anonymous limited liability company (or anonymous LLC) is defined as a LLC where the ownership information (i.e. members) of the LLC are not made publicly available by the state where the LLC is registered. This is accomplished by forming a LLC in a particular state that supports such anonymous LLC’s, and then using a third-party to act as the organizer and registered agent of the LLC.
Anonymous LLC’s and Your Privacy
New Mexico is one of the few states that allows for truly anonymous limited liability companies. An anonymous LLC means the state does not maintain any records of ownership or management, and therefore has nothing to disclose. In New Mexico, only the Articles of Organization are submitted to the state, and the Articles requires only two names: The organizer and the registered agent, neither of which need to be the actual owner or manager of the anonymous LLC.
In order to create an anonymous LLC in New Mexico, put your trust into an actual licensed law firm or attorney (not one of the Internet legal form companies like LegalZoom, where you don’t have the assurance that an actual attorney is looking out for you). They will be the organizer. A registered agent must be an entity with a physical address in New Mexico, and in order to remain anonymous, you need to pick a registered agent who isn’t connected to you (i.e. avoid friends, family or other entities located at your address if you are in New Mexico). There are many organizations that provide Registered Agent services, and the pricing seems to be in the $90 to $200/year range. L4SB provides registered agent services at a very affordable rate.
Only in New Mexico
What separates New Mexico from other states, is that New Mexico doesn’t require franchise fees or taxes, nor do you have to submit annual reports. Furthermore, New Mexico has no forms or requirements (like Delaware and Nevada, for instance), that requires you to identify who the owners, officers or managers are. The only thing you need, and you need this for any state, is an Operating Agreement that is a private document not submitted to the state, but dictates how the LLC is to be run and who are its members.
In other words, an anonymous LLC is not a special designation or a specific company to create. It’s simply creating a normal LLC in New Mexico, but hiring the right people to create (i.e. organize) and serve as registered agent.
Frequently asked questions and answers:
- Do you need a Tax ID for an anonymous LLC? Yes, if you are engaged in taxable activities, have employees, or you intend to set up bank accounts in the name of the LLC. This is a federal requirement, and is the same for all states.
- Are there any public records of who owns the anonymous LLC in New Mexico? No. It’s completely private.
- Can you avoid legal prosecution with an anonymous LLC? No. If someone is suing you (or there is a criminal investigation), the registered agent will be served, and the registered agent is required to forward on the paperwork to the owner(s) of the anonymous LLC. If you ignore that paperwork, you risk a default judgement or worse.
- Do you have to register your New Mexico anonymous LLC in your home state? It depends. If the NM LLC is used simply to hold property or for your online-only business, with no employees and no local brick-and-mortar presence, then probably not. Seek professional advice on this.
- Do you need a New Mexico bank account with a NM anonymous LLC? No. There is no requirement to open up a bank account in New Mexico.
- Does New Mexico require a publication of the anonymous LLC? No. Unlike many other states, New Mexico does not require one to announce (i.e. publish in a news paper) the formation of your LLC.
It’s easier than you think, with many benefits. Contact L4SB to learn more about anonymous LLC’s and how the business attorneys at L4SB can help you.
Law 4 Small Business. A little law now can save a lot later.
Form an Anonymous LLC
I like your site, what’s the cost to register an LLC in New Mexico and can you do it for me? Also, could you help me set up a bank account?
I would like to form a LLC in New Mexico. Please email me
Thank you for your post. You can get started with a LLC in New Mexico simply by going to https://www.L4SB.com/llc-formation/. If you have any questions, please contact us.
I have one NM llc but only use it for holding low value assets, because I see it as very risky.
How do i prove ownership of this llc ? Operation agreement is just a piece of paper, not filed anywhere.
Someone can create another operation agreement naming themselves as an owner and/or manager.
Anyone can try to hijack NM llc and assets can be sold before rightful owner is even aware.
They can also open another bank accounts with new operating agreement.
All I had to do to open a NM llc bank account was to present a copy of articles of organization ( someone can obtain another copy) and operating agreement appointing me as a manager ( i filled it in myself)
Is there a way to overcome this risk ? I don’t see any.
Would appreciate a response.
It’s more complicated than that. To open a bank account, you need a FEIN and to do that, you need to tell the IRS who is the “responsible party.” The IRS won’t release copies of the SS-4, nor will they simply grant a new FEIN for the same company.
Then, of course, assuming you have an existing, operating LLC, then you have witnesses to indicate who they have been doing business with.
True, someone can “fake an Operating Agreement,” but if they try to take over an existing bank account or otherwise try to take control of assets of a company or any entity, they are opening themselves up to significant civil and criminal penalties. It’s still stealing, and in this case, there’s always a paper trail.
How can i prove an ownership of an NM llc that is used sinply as a holding company? An LLC without employess or a bank account. That took title to a car, for example .
Someone can print out their own operating agreement and take over the car, naming themselves as the manager of an LLC.
How do you prove ownership when there are no employees and no bank account and no EIN ?
How do you prove whether the LLC was sold, for example, together with its asset, the car- or stolen?
This is a great question, and I get it frequently. At the end of the day, anyone can commit (or attempt to commit) fraud by attempting to steal company assets. There is no unambiguous way to “prove” ownership, short of the formation documents and a “chain of command or custody.” So, the Operating Agreement proves initial ownership of a LLC, and any authorization (or use) of power should be documented. If the LLC is sold, there will be a Purchase Agreement (note that selling the membership of a LLC is relatively rare, versus selling the assets of a LLC).
So, how do you prevent a thief from duplicating whatever documents are necessary to show the thief is now in possession of the LLC? It’s really sort of impossible. Same issue with a thief forging a title. Theoretically, the thief would have to forge a signature. If the thief walks into a bank with forged documents in an attempt to become a signer on a bank account, in theory, the bank would need to examine whatever documents convey power and verify signatures. I have seen banks permit a thief to do just this, with very little rigor evaluating documents and signatures but it’s very rare. Usually, banks will call up their existing contacts for a company, to verify what is being presented to them.
This problem isn’t unique to NM LLC’s, it can happen to any company in any state. Just because the State publishes “ownership” information doesn’t mean that information is correct. We’ve seen people falsify documents to the Secretary of State in many states, claiming changes to managers or members. The Secretary of State’s generally do not evaluate or verify information sent to them. They simply record changes like a robot.
I have a NM LLC, however I am finding that I can’t buy wholesale without a resale cert. I can register my NM LLC in my home state as a foreign business and even list another LLC as It’s governor but I still am required to list the officers. Do I apply for a NM resale very?
I’m not quite sure I understand the question, but I’ll try my best (and it does depend on the state you’re referring to). The big issue is, what state or states are you “transacting business in?” This is not always an easy question to answer, and it depends on a number of factors. I wrote a blog article addressing this that you may want to read, entitled When to Register Foreign LLC. In essence, if you are transacting business in a particular state versus simply holding property, that state will want to know about it.
That means either registering a company in that state (i.e. as a local, domestic LLC) or filing an existing LLC as a “Foreign LLC” in that state.
If you are depending on anonymity with an Anonymous LLC, then what you might want to consider is acquiring another Anonymous LLC that will own the existing, transacting entity. Then, register the transacting entity as a Foreign LLC. In many states, when you register the Foreign LLC, you will need to disclose ownership information, which will be another Anonymous LLC thereby maintaining your anonymity.
You mentioned that you are “still required to list the officers,” which doesn’t make sense to me, given LLC’s do not have officers unless you’ve made special arrangements for officers in the Operating Agreement. I suspect you may be looking at the information for a “Foreign Corporation” versus a “Foreign LLC”. Please feel free to contact me with more questions.
Good luck to you. Larry.
I am considering setting up two anonymous NM LLCs (one to be the owner of a transacting LLC that will be registered as a foreign LLC in PA).
Can you tell me which LLC would get an EIN? I think it’s the transacting LLC, but I wanted to be sure before beginning.
Thank you for your inquiry. We have a knowledge-base article that addresses just this question. You can get your answer here: https://www.l4sb.com/knowledge-base/llc-needs-fein/.
Thank you so much!!! I understand perfectly!
Wow… Thank you for providing this information Larry, its awesome!
My question is; How can we be invisible with our website, as when we buy our computers we are marked as the owner of it that device, wouldn’t we have to have someone else purchase it for us? I’m just trying to cover all the bases before I build my website. Or am I wrong about this?
Thank you for your kind words. As it relates to building websites and purchasing computers, I would recommend the following to maximize your privacy:
In short, if you act through the LLC, you will help maximize your personal privacy although there will be instances where this is simply impossible. For example, when dealing with the IRS or banks. Banks will want to know about the signatories.
What about the payment method for the LLC and our website, should it be done in an anonymous way, if so, what would you suggest?
That is a good question. I don’t think you’re going to be able to keep your information confidential in all transactions. For example, there are some vendors (including us, as your attorney, and banks) need to know who you are for legal purposes and we’re required to keep your information confidentially. Banks are required to know who they are doing business with. We lawyers, in order to assert attorney-client privilege and responsibility, need to be able to know who we’re doing business with — otherwise I don’t think any competent court of jurisdiction would permit the assertion.
Thank you. Larry.
You offer some great information from the “Land Of Enchantment”. I do have a question: If I create an Anonymous LLC in New Mexico, is the date of incorporation listed on the LLC Certificate?
Thank you for your question. The answer is “Yes,” the Certificate of Organization from the State includes the filing date.
This might sound like an odd question, but I would like to form an Anonymous LLC to do my charitable giving through so I can remain anonymous in those endeavors. Nothing shady, just believe deeply in Mathew 6:2-4 which encourages giving anonymously. I like the idea of setting up an LLC in Wyoming (I have considered this for a for-profit business as well) due to it’s obvious advantages. But as you have said, technically your name lives somewhere and could one day be revealed. Of course New Mexico sounds good, but I don’t like (or fully understand) the corporate tax penalty in the state.
So my question is this: Would a New Mexico Anonymous LLC be a solution as a sole purpose as non-profit funding vehicle much like a private foundation with out the complications and publicly available information a private foundation brings? And if so, would this vehicle not be subject to New Mexico corporate tax since there is no profit?
Good question. If you’re the only owner of your “charitable LLC,” then it can have a “disregarded tax status” with the IRS. What this means, is that you would NOT be filing taxes on behalf of the LLC and instead any profits / losses would be reported on your personal income taxes, Schedule C on your 1040. In other words, no taxes in WY or NM.
What I would strongly encourage you to do, however, is consult with a CPA to make certain that your charitable endeavors come back in the form of tax deductions personally in the way you intend.
Good luck to you! Larry.
Larry – can you create an LLC for me in NM which then is the owner/member of an LLC in NC? I recently started an LLC in NC but my name is easily found as owner on the internet which I do not want. thanks for your help
Thank you for your question. The quick answer is “yes,” but the longer answer is that you would really need to first form an anonymous LLC (in NM, WY or DE), and THEN form a new NC LLC with the owner of the anonymous LLC. You couldn’t use your existing NC LLC, because your name is already associated with that LLC and therefore your name has already been released.
To check on pricing and/or get started, you can go to the following links:
– Anonymous LLC: https://www.l4sb.com/product/anonymous-llc-formation/
– NC LLC: https://www.l4sb.com/product/llc-formation/?form-state=North+Carolina
Thank you again. Larry.
Thanks a lot for your answers ! I didn’t know that secretary of state doesn t check authenticity of documents and doesn’t provide any real protection from theft of your LLC.
One more question, to help me understand:
If I want to buy a house in the name of an NM LLC. How do I show to the closing company/ attorney that I am an authorized person to do it? A resolution authiorizing me to do it? But if it’s a home-made document, wouldn’t it look strange? And if they search – they won t find an owner or manager mame listed… And closing companies want to make sure all documents are verified…
Articles, Operating Agreement, Corporate Resolutions. Those are all that are needed, but they need to be well-written documents to make sure you have the proper authorization of power, without creating too many open-ended options for someone else to come along and create problems.
A lot of great info on your site. Question, If I set up an anonymous NM LLC do I need to obtain a EIN # if I will only be using the NM LLC to list as the member/owner of a new NV LLC? In other words, there will be no employees or business transactions taking place with the NM LLC.
That’s a great question, and it doesn’t sound like you need a FEIN based on what you’re telling me, but I think you should check with the IRS. They have a good guide to this question located here: https://www.irs.gov/businesses/small-businesses-self-employed/do-you-need-a-new-ein.
Good luck to you! Larry.
Greetings. Could a NM LLC be used to hide the name of a large lottery winner?
Possibly. Depends on which state the winner is located, and the specific state rules pertaining to participation in the lottery. What I mean by this, is that many state lotteries only permit individuals — not companies — to participate (and therefore claim winning numbers). Oftentimes, the best option is to setup a LLC of some sort, and then hire a professional that serves as a fiduciary on behalf of the company, to collect and then deposit as appropriate.
If this was you, for example, I would recommend you hire a TEAM to do this right. I would start by getting a private wealth group at a major bank involved. For example, Bank of Albuquerque has a strong private wealth group that is affiliated with BOKF. They have the capability of bringing in professionals to setup the right trust, put your money in a safe place, etc, etc.
Do the same anonymous provisions apply to a C Corp in NM. I would like a C Corp to keep all taxable income remaining on the corporate level
Thank you for your question. This is actually a quite common question, and I wrote a knowledge-base article that addresses this. Please read https://www.l4sb.com/knowledge-base/file-income-taxes-pass-entity/.
The quick summary, from a TAX PERSPECTIVE, is that you can tax a LLC under Subchapter C just like a “C-Corporation”.
The other part of your question is, can you be anonymous with a Corporation? The answer is no, you cannot. You must disclose directors and officers in a corporation, which generally means unless you have a very large corporation where the officers and directors are not the shareholders, then you cannot have an anonymous corporation.
Thank you. Larry.
Great site, glad I found this! I have a few more questions, hoping you can help answer them.
I run an online business that I can operate from anywhere. I currently live in Virginia, so I have everything registered here and am paying taxes to VA. However, I like privacy, so I’m interested in an option that lets my name remain unsearchable.
So can I just file an annonymous LLC in NM through your company, and then be fine? Or will I also need to set something up in Virginia as well. If I am paying taxes in VA, will the NM LLC be a problem? (I currently take a home office deduction in VA.)
Would I need to set up a NM address as well?
Thank you for your inquiry.
Do you need to set something up in VA? That’s a good question, and the answer hinges on whether you’re “transacting business” in the State of VA. If you are, then you need to register your company somehow. If you’re not “transacting business” in VA, then you’re okay and just setting up an Anonymous LLC is just fine.
The problem is, this isn’t as easy a question to answer, as you may think. Every state has it’s own rules around this, and they are not always logical. Furthermore, I cannot really answer this question for you, because I am not licensed to practice law in VA. You really need to speak to someone local.
I did write a blog article that attempts to explain the issues, if you’re interested in learning more. It’s called, When to Register Foreign LLC. If you think you would need to register a Foreign LLC, then that means you’re probably “transacting business” in the State of VA, as the State of VA would define it.
If this NOT the case, you can simply order an Anonymous LLC.
Otherwise, if this IS THE CASE, then we do have a solution for you but it needs some explaining. Read our knowledge-base article entitled, Preserving Anonymity in a State that Discloses Ownership Information.
Thank you for the question, and please let us know if we can help you further!
I would like to establish anonymous llc and create a trading platform that would include all sort of goods being sold globaly trough our platform from different supliers to end users as a bill-to/ship-to bussines (something like amazon/ebay/aliexpress etc..) but to incorporate a crypto-currency payments aswell not just USD. Would that be possible to do in New Mexico if I am a non-resident and currently living outside of US. Also would need a regular bank account for company with ebanking, all legal certificates and PO box until office in NM would be established.
Thank you for your question.
The quick answer is that you certainly can create an anonymous LLC in NM to start your business. To learn more, see pricing and/or order, click here.
You can also certainly establish a “base of operations” in the State of NM. Opening up bank accounts, etc, will depend on the specific policies for the banks you will be doing business with. Most of the banks I’m aware of, do require one to show up in a branch personally to open a bank account in the name of a LLC. Furthermore, in order to open up a bank account in the United States, the LLC will need a FEIN from the IRS. In order to get a FEIN from the IRS, you must specify a “Responsible Party”, who is someone that controls or owns the company (learn more from the IRS). As a non-resident, you will need to obtain a ITIN from the IRS (learn more from the IRS) to act as a Responsible Party.
Furthermore, the NM LLC will have to abide by US law to conduct business and banking in the US. Accepting crypto-currency payments shouldn’t be a big deal, but you’d want to make sure you don’t inadvertently create a “Silk Road” type of enterprise that could get seized by the feds or worse (i.e. criminal sanctions). There may also be money laundering / reporting requirements for certain transactions. Make sure you research this properly, and map your business processes and offerings carefully.
Good luck to you! Larry.
I appreciate you answering people’s questions! It shows your commitment to the business. My question is regarding multiple DBAs. I’ll open a NM LLC with the name I’ll use the most. But I’m also planning a bunch of temporary joint ventures that would be benefited by using a specific DBA, but it wouldn’t be worth it to open a new LLC for each single joint venture. What are NM’s rules regarding DBAs? I ask because some states have some strict requirements like you need to be actually already using the trade name. Another question is regarding how banks see this practice (one business with multiple DBAs). I know it may vary by bank, but do you have any experience with that?
Can I open a NM LLC with you guys and order at least one DBA on the same order?
Thank you for your inquiry (and the nice complement).
The quick answer is there is no “fictitious name statute” in the State of New Mexico at this time, therefore you have no form to file to use a DBA in the State of New Mexico.
With that said, NM Tax & Rev (NMTRD) does have limits on how many DBA’s their forms will accept for the purposes of a CRS Number to collect NMGRT. You will need to talk to NMTRD to ask them how to use multiple DBA’s (I’ve tried, and I get different information, depending on who I talk to ).
Banks will simply provide you a “corporate resolution” that will need to be executed by the Manager of the LLC (If your LLC is Manager Managed) or the Members (If your LLC is Member Managed). Remember to bring your Articles and Operating Agreement to the bank to prove you have capacity.
Good luck to you! Larry.
I understand the quality of the services of an attorney and the importance and the security of doing it with professionals.
However something stuck in my mind, not questioning if it’s moral, but if the only people that mandatory shows up in a document is the organizer and the registered agent, and nobody checks any IDs whatsoever when you file a LLC, in theory an individual could just make up a name for the organizer, file himself using this persona, pay a Registered Agent service and write an Operation Agreement himself giving powers back to his real persona, and thus staying anonymous (before doing any IRS stuff, off course) and even if this is not “right”, it will work without problems. Is that correct?
What are the possible consequences of it? Asking it because I’ve seen answers around the internet like “ask a friend”, “any person that doesn’t share your last name”, “any stranger”, or in the case of this website, an attorney. So I’m wondering in the case of DIY if really makes any difference if it’s fictional or a living individual for the organizer.
You’re right. I’m not aware of any Secretary of State that actually verifies information. This is why that information should not be used to “verify” or “confirm” anything about a company. You can literally use Mickey Mouse, assuming you weren’t violating Disney’s intellectual property.
With that said, if you’re doing it for your own entertainment, I don’t see any problems with it — provided you’re not violating the statute of the state where you’re registering your company (i.e. some states require you to be truthful). If, however, you’re putting up false information with the intent to deceive or mislead, that causes harm to another, then that is prima facia evidence of fraud, negligent misrepresentation and/or other potential civil violations or crimes.
Furthermore, a smart plaintiff’s attorney, if he or she is suing the LLC and finds out you used fraudulent information when filing the LLC, will certainly use that fact to pierce-the-corporate veil of the LLC. This will have the effect of opening up your personal assets — the very thing a LLC is trying to avoid.
Good luck to you. Larry.
I’ve recently won a prize in the lottery. I want to use an LLC to claim it as anonymously as possible. The lottery withholds federal and state income taxes on the prize. They will require a W-9 form to provide the TIN. I’m trying to determine if I would give the lottery the LLCs EIN or my SSN. I have figured out how to claim LLC income on a 1040, but not what to do if taxes are withheld from payments to an LLC.
Not sure how I should do this.
If you actually won a lottery, you should be hiring experts and not leaving it to chance that you actually learned the right way to proceed, based on what information you can glean on the Internet. In the end, the answer to your question is very specific to the State in which you’ve won the lottery, and the specific rules for that lottery. There is no information I can give you, with absolute certainty, that would give you the path forward.
I have another question… something that just crossed my mind (not something I’m planning to do, by the way!). If an LLC in NM can be anonymous, an EIN can be ordered as a service (so no personal SSN shared with the IRS), the member could potentially not report earnings at all, right? In a multi member LLC that would be more of a risk because there would be an LLC tax return, but in a single member LLC, there’s no way for the IRS to know that an individual owns a certain LLC and owes taxes, right?
As an attorney, my only answer can be that you need to follow the law, whatever that may be. It’s perfectly legal to try and pay as little tax as legally permissible, but it’s illegal to attempt to not pay taxes that are otherwise owed or due.
With that said, there are many ways the IRS will know about income. This includes 1099’s issued by banks, merchant accounts, employers where you contract for work, and more.
I would recommend you consult with a CPA to better answer specific tax questions you have.
Good luck to you. Larry.
What if an anonymous New Mexico LLC had a reason to sue someone/business in another state? How would that work? Thank you so much for the time you take to answer our questions
Thank you for your question.
The quick answer, which really doesn’t answer your question at all, is that an “Anonymous LLC” follows the same rules and procedures around a lawsuit as a regular LLC. There’s absolutely no difference.
I think what you’re really asking, is would a lawsuit require disclosure of ownership information if the anonymous LLC was the plaintiff (i.e. causing a lawsuit against a defending party)? If that’s what you’re asking, the answer is “if the matter in controversy required disclosure,” then you would need to disclose in order to maintain the lawsuit. With that said, I’m scratching my head and coming up empty on examples of where this could be an issue.
At the end of the day, if you’re an owner (or part owner) of an anonymous LLC, and the anonymous LLC wants to file a lawsuit against another party located in a state outside of where it’s formed (for example, if you have a NM Anonymous LLC and you want to sue someone in NY), you would hire an attorney in the jurisdiction where you think the plaintiff is located, and ask that attorney to file a lawsuit. He or she, as your attorney, will go through the issues required to bring a lawsuit, make sure the factual circumstances support your claims, probably ask for a retainer, and file a complaint.
The issues on “how this works” is much more complicated than I explained above — there are thick books that cover this — so I apologize for the over-simplification. If you have specific questions, please ask them and I’ll do my best to answer them.
Thank you and good luck to you. Larry.
Larry — what a great article. Very useful reading. I do have a question — can someone register a New Mexico anonymous LLC to use as the “importer” for goods coming from overseas? For example — suppose I live in Ohio and want to import goods from China using a business name instead of my personal name. Can I list the name of the New Mexico LLC as the importer even though the goods are shipping to Ohio?
I would not need a tax ID since this particular LLC won’t actually be selling the goods, opening a bank account or anything else. No income will be made from the LLC. The only business activity will be to list the LLC as the “importer.” My understanding is that if a imported shipment value is under $2,500, it can clear customs “informally” which means you also don’t need a tax ID number.
How does someone know the business is a New Mexico business if I simply list the LLC name on the shipment — but it’s shipping to a totally different state?
Good question. Before I answer your question, I need you to understand that I am NOT a “trade or import attorney.” I don’t know what the import issues are, and therefore cannot comment on specific requirements for customs, without doing research. We do have clients who use Anonymous LLC’s for importing or exporting goods to/from the United States.
What I can say, is that as long as you’re following the legal requirements for Customs, they should not vary according to “which state” your LLC is formed in, whether Delaware, Ohio, New Mexico, Nevada or elsewhere. I cannot say whether Customs will require a personal contact for shipments (i.e. just in case someone tries to import plutonium, they may want to know who they can go after), but they would not look at the domestication of the LLC in relations to where the shipment is going. I’ve never heard of that as a problem.
can a NM LLC be an officer /manager in a Nevada LLC if i am the owner if the NM LLC is it easy to obtain an EIN and open and account for my my NV LLC in Nevada . it is easier for me to just form a NV LLC but in nevada the name of officers are public .
Yes, another company (such as a NM LLC) can be a manager or member of a NV LLC (not officer, however). This can help obfuscate personal information in NV, if another LLC (such as a NM LLC operating as an Anonymous LLC) owns the NV LLC.
You can learn more, see pricing and order using the following links:
Please contact us if you have more questions. Thank you.
Hey Larry…. i own a llc in SC, and want to transfer over to a NM llc… is there a paper trail for the llc that would allow a lawyer to look it up in the SC state register and see previous owner after the transfer? If there is is there a go around?
This is a common question, and I wrote another blog article that addresses this, entitled Can Existing Companies be Made Anonymous?. The quick answer is “no.” You need to start fresh. If you have an existing operation you want to move over, that can be handled easily enough. If you have an existing brand you want to move over, that’s harder — because the brand is already tied to your name. Read the article, and contact us if you have more questions.
Thank you. Larry.
If my online business is hiring a lot of independent contractors, the contracts typically require an officer of the company to sign and this becomes another potential way for your identity to leak online. Is there a solution to this, for example authorizing l4sb to sign contracts on behalf of the business?
Ya, that is a problem. You have several solutions. First, simply sign the contract as “Authorized Representative,” butting a line through “Officer.” Many companies will accept that as is, without seeking clarification. Second, make sure there is a strong confidentiality clause in the contract that can give you a cause of action not just against the company you’re hiring from, but its “agents, employees and representatives.” The contract should also indicate the company will make sure its employees sign confidentiality clauses at least as strong as the one you’re signing with the company.
Finally, yes, this firm can act as an “attorney-in-fact” for certain types of deals. The downside with using us, is that we need our clients to sign an actual limited power-of-attorney (POA) for each and every contract / deal they want our involvement. Also, if the other side has half-a-brain in their head, they will ask for a copy of the the limited POA to prove I have the power I say I have. I will admit, this is very rare, but the risk is there. At the end of the day, this is an expensive option, because I’ll be honest — I do not like signing other people’s contracts as their POA. So I charge my time for this.
Also, if there’s a lawsuit involving a contract I sign as limited POA, I could be potentially named and subpoena’d. This creates a problem in the attorney-client relationship, so is frowned upon.
I am a California resident and if I get NM LLC to buy property in my state do I still have to register in California?
Thank you for your inquiry.
I’m really sorry to punt on this question, but we do not have any licensed attorneys for the State of California and therefore really cannot tell you as a matter of law. I would strongly encourage you to talk to a local CA business lawyer who could answer this, or perhaps a CPA with knowledge of LLC registration requirements.
Take care. Larry.
Do you have any California resident client that does real estate business with NM LLC in California?
The short answer is “yes,” although it’s strictly for anonymity considerations. CA laws are such, that it’s almost impossible to get away from the franchise tax. What most folks do, is establish a “parent / child”, where the parent is an anonymous LLC formed in NM or WY as a holding company, which itself owns a CA LLC as the operating company in CA.
If the parent company (anonymous) LLC formed in NM owns the California company you hide the owners name of the CA LLC however according to Californoa laws the NM LLC is transacting business in California so you have to register the NM LLC in CA as a foreign entity and….you should disclose the ownership anyways,,,,that solution may not work, ,,,what about trusts?
The California Franchise Tax Board has this information about the issue: https://www.ftb.ca.gov/file/business/doing-business-in-california.html.
The very quick summary is that there are conditions when a CA Resident must register a company they own in CA, and when that happens, either member or manager information must be disclosed.
The question is, do you fit within their requirements? If so, then that is a problem.
The solution (that was recommended to me by a well-respected tax attorney in CA is): Form an Operating Company in CA, which is owned by you (and/or your partners) but managed by an Anonymous LLC acting as a Management Company (which is also owned by you and/or your partners).
This is a bit of a different spin / recommendation for everyone else where we’re recommending parent/child setups, where the parent is an Anonymous LLC acting as a Holding Company, that in turn owns a local LLC Operating Company.
In the case of California only, the parent should be acting as a management company, listed as the manager of the CA LLC.
i am planning to form an LLC and register as a foreign LLC IN NV because i live there but might move to another state in the future . do i have to have a bank account in nevada using the EIN for the nevada LLC . can i just open an account in NM using the EIN for the original NM LLC ? .
I’m not exactly sure I understand the overall context of your question. I’m going to assume you already have a NM-based Anonymous LLC.
With that assumption, please note that you can open a bank account anywhere. You’re not restricted to just NM. It’s possible to open up a bank account in NV with a NM LLC.
Next, if you file the NM LLC as a Foreign LLC in NV, you need to be careful because that could destroy your anonymity with the filing or reports. In general, filing a foreign LLC anywhere requires you disclose ownership information to the state when you make the foreign filing. The only want to maintain your anonymity in such circumstances, is to have an Anonymous LLC as a holding company that owns the company you’re doing business as. Then, when you disclose ownership information, the answer is “the Anonymous LLC as a Holding Company.”
I’m not sure I’m answering your question, so please feel free to better define what you’re trying to do here or please contact us.
Thank you. Larry.
So, I set up an anonymous LLC in Ohio. I have a registered agent, a mailbox with a physical street address, and an organizer. Ohio doesn’t require you to give them an operating agreement to register the LLC. So why would we need to use any of the other states such as Delaware, New Mexico, Wyoming?
We research all the 50 states every year, and you’d be surprised how frequently things change from one state to the next, and from one year to the next. We are currently conducting our annual survey, to double check things like pricing, expedited options and costs, new state requirements on filings and more. I did a very quick look, and I think you may be right that OH permits anonymity. I don’t want to say that for sure, because we’re not done with our survey.
It’s actually very confusing. For example, in NV you might think it’s an anonymous state too, but it’s not. You are required to disclose ownership information not during filing, but when you submit your “initial report” and subsequent “annual reports.” In other states (I don’t know which), you can file your company without disclosing ownership information, but the tax authority requires to know that information and they publish it.
I don’t know where OH comes out on all of this, but when we’re done with our survey, we’ll certainly update our system to accommodate those states we believe permit anonymity without having to disclose to any state body.
Thank you for calling that to our attention. Larry.
Thank you for your article. I had a question. I want to open an LLC in Florida but don’t want to disclose ownership information. Am I able to do this in Florida where neither my partner nor my name come up as owners? If so, am I able to keep the ownership identity private indefinitely? Thank you. Marina
Thank you for your question.
I cannot promise anything indefinitely. It’s always hard to predict the political winds in this country.
What I can say, is that if you create the following structure, you can do business “anonymously” in the State of Florida (given current laws and regulations). And, if you do the structure I’m about to recommend, the State of Florida will not have your personal information so if the State of Florida does change it’s legal requirements, they cannot simply disclose your information without your knowledge or permission.
The recommended structure is:
YOU & PARTNER –> (own) An Anonymous LLC as a Holding Company –> (which owns) A Regular FL LLC as an Operating Company
You can learn more, see pricing and order using the following two links:
(1) Anonymous LLC as a Holding Company: https://www.l4sb.com/services/business-formation/anonymous-llc/
(2) Regular FL LLC as an Operating Company: https://www.l4sb.com/product/llc-formation/?form-state=Florida
Thank you again. Larry.
The EIN form requires the information of the responsible party (owner). Is there a way to keep that private as well in addition to setting up a holding company approach ? Or is that not required as EIN is not public information?
IRS defines the “Responsible Party” as an entity (i.e. a person or company with a SSN, ITIN or FEIN) that either has an ownership interest in, or controls, the company.
Using that definition, there is really not a convenient way to keep such information form the IRS — but that information is supposed to be confidential.
So the EIN would be for the LLC that is conducting business and not for the holding company ?
The Operating Company, assuming it is conducting business, would definitely need a bank account and therefore definitely need a FEIN.
The Holding Company depends. I wrote a knowledge base article that addresses this (it’s a quick read). You can access it here: https://www.l4sb.com/knowledge-base/llc-needs-fein/.
Thank you. Larry.
My ex silent partner formed the LLC for me in NM(I’m the sole member of the OA) but did so using LegalZoom under his own account and we have no members listed but all of my properties are tied to this LLC. In order to move them to another LLC I would have to refinance everything which I do not want to do at this moment. Legalzoom is my agent but wont talk to me since it was done under his email. I spoke to the state and they sent me to the new mexico bar to see what they can do. I am waiting on them but curious if anyone has ever run into a situation like this. Also we are not on talking terms
My advice is to simply hire a business lawyer, and have the attorney make the relevant changes you need. For example, changing the Registered Agent is straightforward. We can also evaluate your OA and advise you on next steps. Contact us for additional assistance.
Thank you. Larry.
if i form an LLC in New Mexico and then started foreign LLC of the NM LLC in my state and decided to file taxes as an S corp with myself as an employee , do i have to pay any taxes in New Mexico?
I apologize for the delay in answering you. Our system doesn’t always inform me of a new comment, until I manually look.
The answer to your question relates to the tax status of the company. In this case, if you have a NM LLC with a S-Corp tax designation, this means the company is pass-through. It will issue K-1’s to you (and any other owners), which means you report your pro-rata share of profits or losses on your personal income taxes (for the Feds and your home state).
You will need to file a partnership return in New Mexico, although you will not pay any tax (except there is a small franchise fee, I believe). You may need to do the same thing in your home state, but you should consult with a local accountant or CPA to tell you definitively.
just stumbled upon this page, great info, thanks! Quick question…myself and another gentleman wish to form a new LLC. I am currently a part owner of a company and he is sole owner of his own company. In this new company, I wish for my ownership to remain anonymous and he wishes to remain “public”. Is my best bet to form an anonymous LLC for myself and have this new Anonymous LLC be “Co-owner” with my partner in this new venture? If i do the structure this way am I exposing myself to “double taxation”? The new venture can’t be a “pass thru”, correct?
Thank you for your question.
The issue of ownership (and trying to protect your personal information from public disclosure by your state’s secretary of state’s office (SOS)) is separate from the tax issue. So, I’ll address them separately.
First, you are correct that you can have your ownership interest represented by an Anonymous LLC that “co-owns” the operating company. As you’ve described, this means your Anonymous LLC and your partner would be listed as the owners with the SOS.
Second, as it relates to taxes, it really depends on how you set things up with the two companies. I don’t see double-taxation in the equation at all, unless one of the entities is taxed as a C-Corp. Then, you’re going to have double-taxation, regardless of whether your Anonymous LLC owns the operating company or you do.
Typically, folks will setup the operating company (in your example) as a S-Corp (it’s a LLC, taxed as a S-Corp). It issues distributions and K-1’s to the owners, so your Anonymous LLC and your partner. Now that your Anonymous LLC is issued K-1’s and distributions, then what? It depends on how you’ve chosen to tax your Anonymous LLC. If you’re the only owned, it can be disregarded and all its profits / losses simply flow to you. If you choose S-Corp tax treatment, the Anonymous LLC is still a pass-through entity, and all profits and losses still flow to you, but through the K-1.
Clear as mud? Larry.
Thank you so much for the quick response…Time to get this process started!
Have a great day!
There are a number of Internet incorporation services touting certain privacy benefits, namely personal asset protection, by organizing your business under the laws of a certain state. Nevada and Wyoming and Delaware are usually the states being sold as “privacy and asset protection havens.” These states do not require the disclosure of the identities of the shareholders of a corporation, or members of a manager-managed LLC in the required initial corporate filings (public records). In fact, Wyoming does not require the disclosure of the managers of the LLC in the initial organizing documents (articles of organization) or in any subsequent annual report filings.
Nevada is not a preferred state any longer, because it does require disclosure of member information in the initial and annual reports.
While it’s true the states mentioned do not require publication of shareholders, they do require disclosure of officers and directors in a corporation. Because of that, corporations are not preferred for privacy — only LLC’s.
Finally, many of these “Internet incorporation services” that tout certain “privacy benefits” will try to resort to “tricks” that could cause trouble for a company in the long-term. Two often cited tricks I see are “nominee services” and “management services,” both of which can create significant risks for everyone: the company, the company owners and the Internet incorporation services company. I’ve written about this in the past, and as an attorney, my firm is stuck trying to defend companies in lawsuits that have fraudulently constructed companies or other formation problems that permit the opposing side (i.e. plaintiff) to at least argue (let alone win) a piercing the corporate veil argument.
Here’s the big problem: It’s relatively easy to create a company. Hence, all these “Internet incorporation services” out there. It’s much, Much, MUCH harder to create a company PROPERLY, that is setup in a way to legally resist a “piercing the corporate veil” lawsuit.
At the end of the day, if you really care about privacy and/or asset protection, you should consult with an attorney / law firm. There’s just no way around it. No one else can offer attorney-client privilege and confidentiality, and no one else has to worry about being sued for malpractice and/or losing their license with their local bar.
If I live in Colorado what are the disadvantages of a Colorado LLC with respect to anonymity? (as opposed to having a parent LLC in New Mexico and a child LLC in Colorado)
There are no disadvantages to CO for anonymity. CO is an anonymous state.
You can certainly do a parent/child setup as we discuss in this article. It will give you some additional asset protection and greater anonymity, but it’s really not necessary for a state like CO.
WHATS YOUR OPINION TO INCREASE ON-LINE PRIVACY VIA THE USE OF A PRIVACY TRUST AS MEMBER WITH POWERS AND AUTHORITIES GIVEN TO THE TRUSTEES WHOM WOULD BE SHIELDED FROM PUBLIC VIEW?
I think a trust can be an effective way to help manage anonymity, although trusts are tricky. The problem with trusts, is they are very state specific. If everything is located in the same state (i.e. trustee, beneficiaries, the business, etc), then it simplifies things. But, if anything is out-of-state, it can greatly complicate matters.
Either way, you need to hire a trust and estate attorney IN THE STATE everything is located. Please do not rely on these “trust companies” you see online. I cannot tell you how many lawsuits we’ve been involved in, where we are defending someone being sued because they cannot get title insurance on a property or they’ve inadvertently set things up wrong and lost the liability protection supposed to be afforded to LLC’s and Trusts.
I tried to find a definition for the type of business the the state of Georgia considers as “transacting in GA”, but can’t find any, and I’m not even sure specific rules exit there. What do you think of a freelancing business, if I live there. Am I really transacting there while all I have is a computer in my home?
Unfortunately, only a CPA or attorney licensed in GA can answer that question for you, and I’m not licensed in GA. I’m sorry.
Is it possible to incorporate as a c-corp and have some anonymity protection?
For such a simple question, you’d think there is a simple answer. Unfortunately, not quite.
First, let’s make sure we’re speaking the same language. When you say “C-Corp”, you’re really saying two things “Corporation” and “taxed as a C-Corporation”. If you’re really after the tax designation, then know that a LLC can also be taxed as a C-Corporation. Double-check to make sure that your needs for a “C-Corp” are more than simply the tax status.
Second, Delaware is the only state that I’m aware of, that permits some level of anonymity when filing a Corporation (i.e. no requirement to disclose officers or directors).
HOWEVER, with that said, this doesn’t get you far. The reason is, if you’re doing business in another state, you’re going to need to foreign file that DE Corporation in the state (or states) you’re conducting business (i.e. the state you reside, for example). When you do this, ALL OTHER STATES (that I’m aware of) will require disclosure of Officers and Directors in the foreign filing, destroying the anonymity.
This is why we stick to LLCs for Anonymity purposes. The recommended structure is:
YOU – – > (own) an Anonymous LLC as a Holding Company – – > (which owns) a Regular LLC in your home state as the Operating Company
This applies for ALL STATES EXCEPT CALIFORNIA. For CA, you own both companies, and the Anonymous LLC is a Management Company only, it doesn’t own the Operating Company.
For the structure above (all states, but CA), the Operating Company is disregarded, and the Holding Company is taxed as you desire (in your case, a C-Corp). I would recommend WY as the state for the Holding Company.
For the structure above (for CA only), the Operating Company is taxed as a C-Corp in CA. The Holding Company should be NM, and taxed as a disregarded entity.
Is the person that organizes and files the NM LLC also a public record?
We want to open a LLC for our ecommerce business and have the corporation as 100% member and anonymous.
Yes, the person that organizes the LLC (no matter what state) is publicly disclosed. That’s why you want a third party (like Law 4 Small Business) to do this for you.
If I have a parent-child LLC setup and I’m filling out the Operating Agreement for the Child LLC, what do I put down for the Legal Name of Authorized Representative? Is that the name of the Registered Agent of the Child LLC? Or is that the name of the Parent LLC? Or should that be my own name? If it’s my own name would that defeat the purpose of anonymity?
YOU/PARTNERS –> (own) parent Anonymous LLC as a Holding Company –> (which owns) child LLC in local state as Operating Company
The Registered Agent has no legal authority in either company, and should not be used as a “Authorized Representative.”
For the purposes of the Operating Agreements, those are private documents not publicly made available (although banks will probably ask for them). So, it’s okay that you are the Authorized Representative for the purposes of the OA.
But what about other contracts / agreements? Read this Knowledge Base article, How Do I Preserve Anonymity and Still Sign Contracts for an Anonymous LLC?
Thank you. Larry.
Hi I incorporte an LLC as not anynomous, can I change it to Anonymous?
Yes you can, although there are some limitations. Please read this blog article: https://www.l4sb.com/blog/can-existing-companies-be-made-anonymous/.
Thank you. Larry.