Conducting business through a publicly anonymous limited liability company (LLC) can offer privacy, asset protection, and limited personal liability. It shields the owners’ identity from public records, safeguarding them from potential risks like unwanted attention, identity theft, or personal safety concerns. This can be especially valuable for confidential business dealings, securing partnerships, or maintaining discretion in sensitive industries. However, only a few states, including Delaware, Nevada, Wyoming, and New Mexico, offer full public anonymity in LLC formation, while Florida does not. In Florida, the name and address of at least one person or company with authority to manage the LLC must be reported and made publicly available via the Florida Division of Corporation’s website, Sunbiz.org. You must take a few extra steps to enjoy the same benefits in a Florida LLC while stil maintaining public anonymity. Here is a guide to operating publicly anonymous LLC in Florida.
Form an LLC in Delaware, Nevada, Wyoming, or New Mexico
As stated above, Wyoming, Delaware, Nevada, and New Mexico are the only states that allow forming an LLC with full public anonymity. While each state has its filing requirements and system, some commonalities exist in the information required.
- Choose a registered agent. All four states require designating a registered agent or service to act as the LLC’s agent to receive legal documents on its behalf. This helps shield personal information from public records.
- Appoint an LLC nominee. Where permitted by law, Nnominee services provide privacy for publicly anonymous LLCs by registering as members, which keeps their true identities anonymous.
- File articles/certificate of organization/formation. This is the document that officially establishes the LLC. While the name varies slightly depending on the jurisdiction, each requires naming a registered agent.
- Draft and sign operating agreement. This document outlines how the LLC will operate, like corporate bylaws. Only Delaware requires an operating agreement at some time before, during, or after filing LLC formation paperwork, which can be implied, written, or oral.
Once you’ve registered in any of these states, you can operate in Florida through a publicly anonymous form LLC.
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Register Your Publicly Anonymous LLC to Do Business in Florida
Under Florida law, an LLC formed or operating in the state must disclose the name, address, and other personally identifiable information of at least one person (either an individual or company) with authority to manage the LLC. However, if you form an LLC in a state that allows nominee services, the nominee member(s) can be designated for this purpose. The steps are as follows:
- Register your foreign LLC in Florida. You must register your existing LLC as a foreign LLC in Florida. This involves filing an application with the Florida Secretary of State and appointing a registered agent in Florida.
- Maintain your publicly anonymous LLC’s organization in its formation.To keep the LLC in existence, you must file a report and pay a fee with the Secretary of State of the state in which the LLC was formed. In this report, you will have the opportunity to name nominee managers or members of the LLC.
- File annual reports in Florida.You must also file an annual report with the Florida Division of Corporation so that the LLC can continue to operate in Florida. In this annual report you must identify at least one person with authority to manage the LLC, which can be the nominee manager or member named in your filing with the formation state.
While the state requires naming at least one member or manager, here is where forming your LLC in an anonymous state helps. All you need to use is the name of the LLC’s nominee member or manager, and use your registered agent or nominee’s name for contact information.
The Corporate Transparency Act
The steps described above are effective to maintain public anonymity for the members and managers of an LLC. But disclosing their identity to the federal government of the United States may be unavoidable.
In 2021, Congress passed the Corporate Transparency Act, which will went into effect on January 1, 2024. The legislation will affect most business organizations operating in the United States by mandating increased disclosure. It aims to combat money laundering, terrorism financing, and other illicit activities by requiring entities formed or registered in the United States, including LLCs, to disclose beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN).
The Act requires identifying individuals who directly or indirectly control these entities, meaning that most companies cannot enjoy full anonymity. However, while previously opaque ownership structures now face heightened transparency requirements with law enforcement, there is no indication that such information will be available to the public. Regardless, those seeking to operate an LLC in Florida with public anonymity should seek advice from an Orlando business formation attorney before filing any paperwork.
Contact an Experienced Business Formation Attorney
If you want to start a business venture in Florida but have privacy concerns, a publicly anonymous LLC may fit your needs. However, the extra complexities involved in forming and operaing one can feel overwhelming. At BrewerLong, we can guide you throughout the business formation process and ensure your public privacy is protectedpreserved. With over a decade of experience, we specialize in business law matters and take pride in providing clear guidance and professional representation for all our clients. Call us or fill out our online contact form to set up a consultation.
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