Legal Corner

LLCs - Privately
Tamara G See my TER Reviews 4757 reads
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I hope everyone's had a happy Xmas!

Question - my understanding of LLCs is that the owner of the LLC is always known. You can get LLCs in different states, are there any where if the LLC owner is traced the owner is not traceable?

Thanks and have a wonderful New Year!

Tamara G x

of any state where that is not public information.

Reading your question opens Pandora's box of other questions.

Without knowing all the answers, I can only urge caution. The best thing (based on your post) is to find someone to you trust to be the CEO of the LLC.

Based on your question, you either want to fly under the radar or be completely anonymous. If that's true, you're going to want to create an LLC withOUT getting an EIN (Employee Identification Number) from the IRS. The only way you can do that is to meet these requirements: (from IRS website)

You will not be required to obtain a new EIN if any of the following statements are true.

   * You report income tax as a branch or division of a corporation or other entity, and the LLC has no employees or excise tax liability.
   * An existing partnership converts to an LLC classified as a partnership.
   * The LLC name or location changes.
   * An LLC that already has an EIN chooses to be taxed as a corporation or as an S corporation.
   * A new LLC with one owner (single member LLC) is formed under state law, does not choose to be taxed as a corporation or S corporation, and has no employees or excise tax liability.  NOTE:  You may request an EIN for banking or state tax purposes, but an EIN is not required for federal tax purposes.

I'm probably going to sound like a broken record, but anything you do with the IRS needs to be straightforward.

If I've missed the point, feel free to elaborate on what you're trying to accomplish.

I didn't ask my lawyers since it wasn't that important and my lawyers charge $650 an hour, but one problem I ran into was that even if I registered an anonymous LLC in another state I'd still have to register as a foreign LLC in my own state to do business here, and I'd have to give up my info at that point.

I wonder if it would be possible to flip things around. Create an an LLC in my home state, but instead of me being the owner I have the owner be an anonymous Delaware LLC. Maybe a possible solution?

Before you form an entity, figure out why.  Many options as to your choice of entity. Maybe a trust?  

As to your LLC issue, in the state you want to form an LLC, I doubt the form you submit is under penalty of perjury.  So what if you made a mistake and put your first and middle name but forgot your last name?  Or wrote your name and misspelled it?  Now, I'm not talking about the SS4 or getting your Fed Tax ID, but as to the state filing which is public, who's to know?  But also watch the address you use.  Same with a po box.  Most states will not allow a pob address for service of pocess, but some POB look like a street address.  

How about a dba for your LLC?  It can be tracked down but takes work.  Also is your DBA paper also under penalty of perjury?  Don't know?  What if the LLC changed its name at some point, guess what?  If you searched for that LLC it does not exist as it changed names.  E.g. a dead end.  Now someone can always take the time to run down all leads, but justh a thought.  (Yeah, I've been around some shady folks).
Yeah, you lawyers and other will gasp, but shit happens every day, some shit sticks, some is flushed, some just smells.

Limited Liability Corporations are similar to a sole proprietorship and partnerships.

The only difference is, an LLC offers liability protection to your personal assets and your partners in the case of a partnership. Some tax benefits may exist as well.

A couple notes:

1. If a government entity determines that your "personal" assets were obtained through illegal means, I am sure liability protection for your "personal" assets goes out the window.

2. Many lenders like banks, CC companies, landlords etc will require you to sign a "personal" guarantee as well. Many times such guarantees are buried in the fine print you sign. "Personal" guarantee clauses are a way for lenders to get around the "personal" liability protections that entities like corporations, LLC's and LLP's offer.

In the event your business entity defaults on a loan, lease, bill etc. Your "personal" assets become fair game to the lender in their attempt to recover any losses.

You can go to sites like legalzoom.com and register your business entity. They will offer to act as your registered agent for a fee of usually $200 - $300 per year.

Paying these sites to act as your registered agent will not provide you much anonymity. Many states have Departments of Financial Institutions (DFI). These DFI's require you to register your business along with major owners, shareholders etc. In the case of a corporation, the Board of Directors are usually disclosed. Such databases are made available to the public and updates are usually required once a year. A registered agent can usually be disclosed as well but it does not give you any anonymity as owner of the company.

I am not sure about the legality of registering your business in one state and doing business in another but in many cases for small business, the owner usually registers their business entity in they state they physically reside in.

Regardless of registering in one state and doing business in another, you are still responsible for disclosing income and paying taxes in all states that you business. Exceptions might exist. In some cases, double taxation can be in effect and you might own taxes to two different on the same income.

$650 / hour seems steep in my area for a business entity lawyer but the investment on a qualified lawyer might be worth it just to make sure you get it right the first time and avoid legal issues down the road.

Virtually everything is traceable by someone with enough time and money.  All you can do is raise the cost so the casual peruser will not bother.  

That said, in many states you can form an LLC and have your attorney sign as organizer, use a service as the registered agent and office, and if the state has no public annual report filings, your identity is not readily accessible - that alone may address your desire to have an LLC.  If the LLC has a single owner (you) then there is no need to secure a separate employer ID (assuming you don't plan to have employees), you can use your social security number instead.  

Once you want to open a bank account, however. under the relatively new "know your customer" rules, the bank will require your identy (and probably copy your passport, drivers license or other approved verifiable ID).

If you use the LLC to engage in business, you likely will either have to provide your social to customers so they can issue you 1099s at the end of each year, and you will have a legal obligation to issue the same to your suppliers/vendors to whom you pay more than a threshold level of dollars (pretty sure this is $600/year)

others dealing with the LLC - e.g. landlord, lenders, likely will want some ID and link to a real person.

Don't beleive those who tell you that you can submit something false to any government body just because the form may not say its "signed under penalty of perjury" - there are laws that make it a crime to submit just about any filing to a government agency with false info - you may not be guilty of perjury, but you are liable for either a misdemeanor or felony, depending upon the filing and the applicable law

Posted By: TamaraG
I hope everyone's had a happy Xmas!

Question - my understanding of LLCs is that the owner of the LLC is always known. You can get LLCs in different states, are there any where if the LLC owner is traced the owner is not traceable?

Thanks and have a wonderful New Year!

Tamara G x

in which you want to form your LLC and become fully educated about their laws concerning LLC's. You may hire a lawyer to prepare any paperwork for you, but you're the one responsible for making the sure the information is correct. Do not EVER intentionally give false or misleading information to any government agency, federal, state or local. They hate being lied to. As to whether or not your LLC will need an EIN,  check with a CPA or tax attorney.

for this wealth of information. No I'm not considering doing anything illegal, I'm considering using Tamara G as a brand to sell something, and of course the owner (me) would need to remain anonymous.

Happy New Year!

Tamara G x

G22428 reads

You don't need to file a trademark application to claim TamaraG as a trademark, you only need to use it in trade and put the small TM after it.  But your legal position will be much stronger if you do get TamaraG trademarked.  Because unless you have a lot of money to defend against potential trademark infringements you won't be able to protect it, so it's just easier to get it registered as soon as you can.

Using the small TM after TamaraG will indicate that you claim it as a trademark.  But you can only use the small R in a circle after you've received approval for a registered trademark from the Trademark Office.

You can also go to the Trademark Office's website and search for existing trademarks just to make sure you don't spend a lot of time on something that's not available.  It's OK if someone already has TamaraG registered as long as it's not for use in the same basic category as what you're planning.

Sorry if you already know all this.  I just had a meeting today on this subject for a new business I'm starting.

No, I totally forgot that bit actually, thanks.

I have a question - I've seen names with a tiny trademark 'TM' after them, how do I do that tiny TM? Probably just change font size?

Will be launching my new Tamara G project soon... This post has been very helpful!

Tamara G x

G23020 reads

I use Microsoft Word for Mac, so Windows might be slightly different.

When you're in a Word document, click on "Insert" on the top menu bar.  Select "Symbols" and you'll get a small window.  Click on "Special Characters" and you'll see about a dozen different symbols, including the TM symbol.

You can either insert the symbol from that window, or the shortcut (for Word on Mac) is to hit Option + 2.  Word for Windows should have a similar way of accessing the special symbols.

BTW, love the pictures on your website!

Posted By: G2
I use Microsoft Word for Mac, so Windows might be slightly different.

When you're in a Word document, click on "Insert" on the top menu bar.  Select "Symbols" and you'll get a small window.  Click on "Special Characters" and you'll see about a dozen different symbols, including the TM symbol.

You can either insert the symbol from that window, or the shortcut (for Word on Mac) is to hit Option + 2.  Word for Windows should have a similar way of accessing the special symbols.

BTW, love the pictures on your website!
Thank you GT, that's great!

I published "Confesstions of Tamara G' in book form, wanted to protect myself! All advice very much appreciated, to learn more about my book please see;

http://thetamarag.wordpress.com.

Tamara G x

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