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An anonymous Limited Liability Company (LLC) enables individuals to engage in business activities without divulging their personal identities, offering a valuable means of safeguarding privacy. This business structure is particularly advantageous for entities such as real estate investors or entrepreneurs involved in high-risk ventures.
In the state of Florida, establishing an anonymous LLC involves specific procedural steps. This article will delineate the requisite procedures for creating an anonymous LLC in Florida, encompassing both the advantages and considerations associated with this particular business structure.
Register Your Anonymous LLC in Florida with Northwest Registered Agent
What Is an Anonymous LLC?
An anonymous LLC is a type of limited liability company that doesn’t publicly disclose the identities of its members, managers, or owners. Anonymous LLCs are also sometimes referred to as “Blind LLCs” and “Double LLCs.”
One of the main benefits of an anonymous LLC is that it provides a high level of privacy for the members. For example, if an individual wants to invest in real estate or start a business without revealing their identity, they can do so through an anonymous LLC.
Additionally, anonymous LLCs can also be used to hold assets that an individual or group doesn’t want to be publicly associated with. For example, investments or patents.
It’s important to note that anonymous LLCs are legal entities but in some cases, used for illegal activities like money laundering and evading taxes. Also, they aren’t permitted in some countries. However, if the business activity and income is legal, anonymous LLCs can provide a level of privacy and liability protection for its members.
It’s important to consult with an attorney and a tax advisor before forming an Anonymous LLC to ensure compliance with all laws and regulations. Plus, you need to make sure it’s legal in your jurisdiction.
Is It Possible to Create an Anonymous LLC in Florida?
It’s technically possible to create an anonymous LLC in Florida. However, it would require some additional steps compared to the process of creating an LLC in a state that explicitly allows anonymous LLCs.
One strategy that people use to create an anonymous LLC in Florida is to set up a second, anonymous LLC as a member of the first LLC. This is often referred to as a “double LLC” structure.
In this setup, the first LLC is the one that is publicly listed as the owner of any assets or that conducts any business. The second LLC, which is anonymous, is listed as a member of the first LLC.
Florida doesn’t allow for the formation of anonymous LLCs. The state requires that the names and addresses of all members (or “managers” in the case of a manager-managed LLC) appear on the articles of organization when an LLC is formed. However, through a Double LLC, it’s possible to maintain a degree of anonymity for the beneficial owners of an LLC.
The double LLC strategy involves forming one LLC (referred to as the “inner LLC”) that is owned by another LLC (referred to as the “outer LLC”). The members of the outer LLC are not publicly disclosed, as they are not listed on the articles of organization. An outer LLC is an anonymous LLC formed in one of the anonymous LLC states.
Only the inner LLC is publicly visible. The names of its members (which may be other LLCs or trusts) appear on the articles of organization. In this way, the beneficial owners of the inner LLC are not publicly visible, providing a level of anonymity.
Also, note that it’s always best to consult an attorney or financial advisor to know about the legalities and the best way to proceed in your specific case. This is because the regulation on LLCs varies among states. They may have different implications depending on the nature of the business and your specific situation.
How to Form an Anonymous LLC in Florida
Listed below is a step-by-step guide on using the double LLC strategy. Here’s how to use an anonymous LLC as a holding company to own a regular LLC for private business ownership in Florida.
Step 1 – Choose a State to Form Your Anonymous LLC
Florida doesn’t have any laws that specifically allow anonymous LLCs. However, if you’re looking for privacy, you can form your anonymous LLC in states that allow it. This includes Delaware, New Mexico, Wyoming, and Nevada.
Step 2 – Form Your Anonymous LLC
To form your anonymous LLC, you will need to file articles of organization with the state and pay the required filing fees. You will also need to choose a registered agent. They are responsible for receiving legal documents on behalf of the LLC. You may wish to use a nominee service as your registered agent to further maintain anonymity.
If you value your privacy, get in touch with Northwest Registered Agent when registering your anonymous business.
Read about how to form an anonymous LLC in any US state:
Step 3 – Form Your Florida LLC
Once you form your anonymous LLC, you can then form your regular LLC in Florida. Here you will need to file articles of organization with the Florida state and pay the required filing fees. You will also need to choose a registered agent for the regular LLC.
Step 4 – Have the Anonymous LLC Own the Florida LLC
Once you form both the anonymous LLC and the regular LLC, you can have the anonymous LLC own Florida LLC. For this, you need to list the anonymous LLC as the owner of the regular LLC on the regular LLC’s articles of organization.
It’s important to note that this process may vary depending on the state where you are forming your LLCs. Plus, there may be additional requirements and steps involved. It’s always a good idea to get professional advice to ensure compliance with state laws.
Anonymous LLC Regulations in Florida
There are certain regulations that a business owner may need to follow when creating an LLC in Florida.
Disclosure of Beneficial Ownership
Florida law requires LLCs to file a statement of authority. This includes the names, addresses, and a description of the authority of each person who holds, directly or indirectly, an interest of 25% or more in the LLC.
Restrictions on Names
The name of an LLC in Florida must contain the words “Limited Liability Company” or the abbreviation “LLC”. Additionally, a name must not contain any language indicating or implying that the LLC is organized for any purpose other than that set forth in its articles of organization.
Conversion, Merger, and Domestication of Foreign LLCs
Florida Law allows foreign LLCs to convert to Florida LLCs. It also allows Florida LLCs to merge or domesticate to another state. You need to follow specific steps and do some paperwork to complete this process, and a fee will apply.
Limited Liability Company Agreement
Florida law doesn’t require an LLC to have an operating agreement. However, some experts highly recommended having one. An operating agreement defines the company’s management structure and the rights and responsibilities of the members.
Prohibition on the Use of Professional Titles
Florida prohibits its LLCs from using certain professional titles such as “engineer”, “architect”, “certified public accountant”, and so on, in the name of the LLC, unless the LLC is in compliance with the specific requirements for that profession.
Annual Report Filing Fee
While most states require LLCs to file an annual report, Florida charges an annual fee for that report. The annual fee is $138.75.
Professional LLCs
Certain businesses, such as legal and medical practices, are subject to additional regulations in the state of Florida. Plus, they must register as professional LLCs. These entities have additional compliance and regulatory requirements, such as additional licensing and professional malpractice insurance.
Foreign Qualification
If an LLC is based outside of Florida but wishes to conduct business within the state, it will have to foreign qualify with the Florida Department of State by filing the appropriate paperwork and paying the corresponding fees.
Business Closures
If an LLC decides to dissolve or discontinue its business, it will have to file articles of dissolution with the Florida Department of State. It will also have to file final tax returns, including state and local taxes, as well as any unpaid outstanding debts, before closing the business.
Corporate Records
Florida LLCs must maintain complete and accurate records of their financial and business transactions. They must keep these records for at least six years after the date of the last transaction or action recorded in the records.
These are some of the regulations that are specific to Florida and are only relevant to LLCs registered in that state. However, it’s always important to check for any updates or changes. Also, do seek professional guidance when necessary to ensure compliance with all applicable regulations.
Pros and Cons of Anonymous LLCs in Florida
Here are some of the potential pros and cons of forming an anonymous LLC in Florida.
Pros
- Privacy: One of the main benefits of an anonymous LLC is that it can provide a degree of anonymity for the members. This can be useful for personal privacy reasons or for protection from unwanted attention or legal actions.
- Asset protection: Forming an LLC can provide personal liability protection for the members. This means that they can shield their personal assets from creditors or lawsuits related to the LLC.
- Easy to form: Florida makes it easy and inexpensive to form LLCs. The process for forming an anonymous LLC is no different than forming a regular LLC.
Cons
- Lack of transparency: Anonymous LLCs can make it difficult to know who is behind the company. This can lead to concerns about fraud, money laundering, and other illegal activities.
- Legal issues: While an anonymous LLC can provide some protection from certain legal issues, it may also make it more difficult to prove ownership or take legal action if necessary.
- Difficult to conduct business: Some states and countries may not want to conduct business with anonymous LLCs. This is because of a lack of transparency. Some banking institutions also will not open a bank account for an anonymous LLC.
- Compliance with state and federal laws: Anonymous LLCs still have to comply with state and federal regulations. This includes reporting requirements and annual filings.
Conclusion
Establishing an anonymous Limited Liability Company (LLC) in Florida presents a strategic approach to safeguarding both your privacy and assets during business operations. By adhering to the procedures delineated in this article, you can ensure that your personal information remains confidential and that your LLC remains fully compliant with state regulations.
It is imperative to recognize, however, that while anonymity provides a layer of protection, it does not exempt you from all legal liabilities. Therefore, seeking legal counsel before initiating the LLC formation process is a prudent decision. Additionally, maintaining accurate records and upholding the integrity of anonymity by refraining from engaging in illicit activities is crucial.
By exercising due diligence and aligning with legal requirements, you can leverage the advantages of anonymity while successfully managing your business in the state of Florida.
For more information on anonymous businesses, read our articles about the pros and cons of an anonymous LLC and how to stay anonymous as a business owner.
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About the author
Dr. Gabriel O'Neill, 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. O'Neill 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. Gabriel O'Neill, Esq., is a trusted authority dedicated to empowering businesses within the ever-evolving legal landscape.