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Establishing an anonymous Limited Liability Company (LLC) in California is a procedure designed to afford a degree of privacy to individuals associated with the company. It is imperative to have a thorough understanding of the regulations and laws governing anonymous LLCs, as these may differ based on state and local statutes. Despite these complexities, an anonymous LLC serves as a valuable mechanism for safeguarding personal information while engaging in business activities.
Whether you are a small business proprietor or an individual seeking to shield personal details, we are committed to furnishing you with the requisite information to facilitate the formation of an anonymous LLC in California.
What Is an Anonymous LLC?
An anonymous LLC, or Limited Liability Company, is a legal entity that allows for the separation of personal and business assets. Also known as a “Double LLC” or “Blind LLC,” it allows the individuals involved in the company to remain anonymous.
You can achieve this by listing a registered agent or a separate legal entity, such as another LLC, as the public face of the company instead of listing the actual members or managers of the LLC. There’s a level of privacy for the individuals involved in the company. Their names and personal information will not be publicly available in the LLC’s formation documents.
This guide will explain the steps and requirements for forming an anonymous LLC in California, as well as the benefits and potential drawbacks of this type of business structure.
Additionally, it’s important to note that while forming an anonymous LLC can provide some level of protection for personal information, it’s not a guarantee of complete anonymity. It’s also important to consider the potential legal and financial implications of forming an anonymous LLC. Always consult with a lawyer or financial advisor before making any decisions.
Is It Possible to Create an Anonymous LLC in California?
A double LLC is a structure where one LLC is the member or manager of another LLC. You can use this to create an anonymous LLC in California.
When forming an anonymous LLC in California, you don’t have to list the actual members or managers of the LLC in the articles of organization. Instead, you can use a separate legal entity, such as another LLC, as the public face of the company.
This separate anonymous LLC is often referred to as the “front LLC” and is formed in one of the anonymous LLC states. The front LLC acts as the member or manager of your California LLC. This way the names and personal information of the individuals involved in your California LLC will not be publicly available in the formation documents.
Forming an Anonymous LLC in California
For example, if John wants to form an anonymous LLC in California, instead of listing himself as the member or manager of the California LLC, he’ll use an anonymous LLC. The latter is the “Front LLC” and is listed as the member or manager of the California LLC.
In this case, the articles of organization of the California LLC will have the name and address of the anonymous LLC and the name and address of the registered agent. You will not need to list your personal details for the California LLC. When it comes to the anonymous or Front LLC, you can file it in a state that doesn’t require you to disclose personal details at the time of formation.
It’s worth noting that while using a double LLC structure can provide a level of privacy, it may not be a guarantee of complete anonymity. There may be other ways for someone to discover the identity of the members or managers of the LLC.
Additionally, certain businesses may be restricted from forming an anonymous LLC. It’s important to make sure the structure complies with state and federal laws.
How to Form an Anonymous LLC in California
The double LLC strategy involves using an anonymous LLC as a holding company to own a regular LLC for private business ownership in California. Here’s a step-by-step guide on how to implement this strategy:
Step 1: Choose a State for Anonymous LLC Formation
Read about how to form an anonymous LLC in any US state:
Step 2: Form Anonymous LLC
File articles of organization and pay the required fees for the anonymous LLC. Choose a registered agent who will be responsible for receiving legal documents on behalf of the LLC. To maintain anonymity, use a nominee service as the registered agent.
Step 3: Form a California LLC
Proceed to file articles of organization and pay the required fees for the California LLC. Select a registered agent for this LLC as well.
You can use Northwest Registered Agent to register for your California LLC.
Read more: How to Register a Business in California
Step 4: Anonymous LLC as Owner of California LLC
After forming both LLCs, have the California LLC list the anonymous LLC as its owner in the California LLC’s articles of organization.
Step 5: Maintaining Records of Transactions between Anonymous and Regular LLC
Keep accurate records of all transactions between the anonymous LLC and the regular LLC to ensure compliance with state and federal laws.
Remember that the process may vary depending on the state and seek professional advice to ensure compliance with state laws.
Anonymous LLC Regulations in California
California has several regulations for LLCs that business owners should keep in mind when forming and operating an LLC in the state:
The name of the LLC must include the words “Limited Liability Company” or “LLC.” Also, it must be distinguishable from other existing business names.
The LLC must have a registered agent who is authorized to accept legal documents on behalf of the LLC. Furthermore, the registered agent must have a physical street address in California.
Articles of Organization
The California LLC must file articles of organization with the California Secretary of State. Also, the articles must include the names and addresses of the anonymous LLC and the registered agent.
Annual Statement of Information
LLCs are required to file an annual statement of information with the California Secretary of State. The statement must include the names and addresses of the anoymous LLC and the California LLC’s agent for service of process.
LLCs in California are subject to state income tax and may also be subject to city and county taxes. The California Franchise Tax Board requires LLCs “doing business” in California to register with them.
Compliance With Other Laws
LLCs are also subject to compliance with other state and federal laws. This includes employment laws, health and safety laws, and environmental laws.
The California state law does not require an operating agreement. However, it’s highly recommended for LLCs to have one in place to clearly define the rights, powers, and responsibilities of the members and managers.
LLCs are required to keep accurate records of their financial transactions. This also includes books and records of accounts, and minutes of all meetings of the members and managers.
The names and addresses of the members or managers of the California LLC aren’t publicly listed in the articles of organization. However, this information may still be available to certain parties through other means, such as through a public records request.
LLCs in California must follow the state’s procedures for dissolution. This includes filing articles of dissolution with the California Secretary of State. Also, it’s important to ensure that all liabilities and obligations of the LLC have been satisfied before dissolving the LLC.
Minimum Capital Requirement
California does not have a minimum capital requirement for LLCs.
Manager-Managed vs. Member-Managed
California law allows for LLCs to be managed by either the members or the managers. However, this must be specified in the articles of organization.
Foreign LLC Qualifications
A foreign LLC is an LLC that’s formed in another state but doing business in California. This LLC must qualify with the California Secretary of State before it can conduct business in the state.
California Franchise Tax Board
LLCs that are considered to be “doing business” in California are required to register with the California Franchise Tax Board.
Biennial Statement of Information
LLCs are required to file a biennial statement of information with the California Secretary of State every other year.
California Corporations Code
LLCs in California are governed by the California Corporations Code.
Certain professions such as doctors, lawyers, and accountants are prohibited from forming LLCs under California law.
Pros and Cons of Anonymous LLCs in California
Here is a list of the pros and cons of creating anonymous LLCs in California.
- Privacy: Anonymous LLCs can provide a level of privacy for the individuals involved in the company. Thus, their names and personal information will not be publicly available in the LLC’s formation documents.
- Asset protection: Anonymous LLCs can help to separate personal and business assets. This helps provide protection for the individuals involved in the company in case of legal action or financial liability.
- Legal compliance: You can use anonymous LLCs to comply with certain laws and regulations. For example, privacy laws and regulations that apply to certain types of businesses or industries.
- Business Separation: Anonymous LLCs can help in separating different business activities. This allows for a clear distinction between the different businesses and their liabilities.
- Limited liability for members: Anonymous LLCs provide limited liability for members. This means that the members are not personally liable for the debts and liabilities of the LLC.
- Flexibility: Anonymous LLCs offer flexibility in management and ownership structure as well as in tax treatment.
- Estate Planning: You can use anonymous LLCs for estate planning. It can help in transferring ownership of the business to future generations.
- Anonymity can be beneficial for certain businesses: Certain types of businesses can benefit from anonymous LLCs. This includes businesses in the real estate or cryptocurrency industries, where anonymity can provide an added layer of security and protection.
- Lack of complete anonymity: While anonymous LLCs can provide a level of privacy, they are not a guarantee of complete anonymity and there may be other ways for someone to discover the identity of the members or managers of the LLC.
- Cost: Setting up an anonymous LLC may require additional legal and financial costs, such as the cost of setting up a separate legal entity or hiring a registered agent.
- Complexity: Anonymous LLCs can be complex to set up and maintain, requiring careful attention to legal and financial compliance.
- Limited to certain businesses: Certain businesses may be restricted from forming an anonymous LLC.
- Can be viewed with suspicion: Anonymous LLCs may be viewed with suspicion by banks and other financial institutions, making it harder to open bank accounts or secure funding for the LLC.
- Complexity in Taxation: Anonymous LLCs can be complex to handle when it comes to taxation, as different layers of LLCs may have different tax implications.
- Difficulty in obtaining financing: Anonymous LLCs may have a harder time obtaining financing, as banks and other financial institutions may be hesitant to lend money to anonymous entities.
- Difficulty in building trust with customers: Customers may view the anonymity of anonymous LLCs with suspicion, making it difficult for the company to build trust.
- Difficulty in finding a business partner: Anonymous LLCs may have a harder time finding a business partner, as potential partners may be hesitant to work with an anonymous entity.
- Compliance with Anti-Money Laundering laws: Anonymous LLCs may have a harder time complying with anti-money laundering laws, as the anonymity of the company may make it harder to identify the beneficial owners of the LLC.
Establishing an anonymous Limited Liability Company (LLC) in California presents a viable option for individuals seeking to maintain the confidentiality of their personal information during business transactions. This article delineates the requisite steps for appropriately registering your LLC to safeguard your personal details.
It is crucial to acknowledge that, although the formation of an anonymous LLC offers a measure of privacy, it does not ensure absolute anonymity. There could be specific scenarios where disclosure of personal information becomes necessary.
Furthermore, it is advisable to seek guidance from a legal professional to ascertain that your LLC aligns with both state and federal regulations.
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About the author
Dr. Alexander Sterling, Esq, a distinguished legal scholar with a business law degree and a Doctor of Juridical Science, is a leading expert in business registration and diverse business departments. Renowned for his academic excellence and practical insights, Dr. Sterling guides businesses through legal complexities, offering invaluable expertise in compliance, corporate governance, and registration processes.
As an accomplished author, his forthcoming book is anticipated to be a comprehensive guide for navigating the dynamic intersection of law and business, providing clarity and practical wisdom for entrepreneurs and legal professionals alike. With a commitment to legal excellence, Dr. Alexander Sterling, Esq, is a trusted authority dedicated to empowering businesses within the ever-evolving legal landscape.