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Delaware is one of the most popular states to start a business, particularly LLCs. As an entrepreneur, you might prefer the business-friendly court system, low filing fees, flexible corporate structure, and favorable tax laws that the state has to offer and would want to register your business in Delaware.
A major reason why business owners prefer this state is because of the ability to stay anonymous. Delaware is among the list of anonymous LLC states where you can keep your identity private as a business owner from public platforms.
Whether you want to hide your identity from the world or are looking to keep your assets protected, registering your business anonymously is the way to do it. Northwest Registered Agent can help you in that area for just $39.
Here’s everything you need to know about anonymous LLCs in Delaware.
What Is an Anonymous LLC?
An anonymous LLC can be explained as a limited liability company, where the owners cannot be publicly identified by the state. This means that all personal information of the managers and members is kept private.
In an anonymous LLC, the Secretary of State of your chosen state (like Delaware) doesn’t ask for the names and personal details of the owners of an LLC. According to Delaware’s law, you can create an LLC without having to disclose your identity on publish documents. This eradicates the chances of a paper trail.
Can You Form an Anonymous LLC in Delaware?
Yes, you can create an anonymous LLC in Delaware. In fact, this state is considered to be the ultimate hub for anonymous businesses. The only difference between an anonymous LLC and a regular one is that you are not legally bound to disclose your details publicly in an anonymous one.
It helps to understand the different laws that are put into place for LLCs in Delaware. This information will help guide you in forming and running your anonymous LLC. The First State makes it convenient for business owners to form and run LLCs. In fact, individuals from all over the country, or even outside the country, come to Delaware to launch their businesses.
According to the Delaware LLC Act of the Delaware Code, the state offers modern jurisdiction for LLCs in the US. For example, the Charging Order Remedy bounds all creditors to the operating agreement, even if they didn’t sign it.
Moreover, the Delaware LLC Act has covered various essential factors related to LLCs (both regular and anonymous), such as formation, managers, members, general provisions, distributions, finance, resignations, dissolutions, assignment of LLC interests, and foreign limited liability companies.
Also, Delaware LLCs are governed by the Delaware Chancery Court. This court is located in three Delaware cities: Wilmington, Dover, and Georgetown.
If you’re ready to register your anonymous LLC in Delaware, then visit Northwest Registered Agent.
How to Form an Anonymous LLC in Delaware
Forming an anonymous LLC in Delaware is a simple process. Here are the steps listed below.
Step 1: Name Your Delaware Anonymous LLC
Before creating your anonymous LLC, you need to come up with a business name. For a private LLC, the name of your business should not include words or phrases that identify you as its owner.
The Delaware LLC Act has set the following rules when creating your business’s name.
Use a Distinctive Name
Your LLC’s name must be unique and different from all other LLCs registered with the Secretary of State of Delaware.
Incorporate the Right Words
The name must contain the term LLC, L.L.C., or Limited Liability Company. You should not use any restricted words in the name, such as ‘bank.’ Also, don’t use words that might confuse your LLC with a government agency.
Check for Availability
You can utilize Delaware’s Division of Corporations to see if your chosen LLC name is available or not. If the name is unavailable, or even a little bit similar to an existing name, then you will have to find a new name.
Conduct an internet search of your chosen name to see if a business is using this name or not. Make sure you don’t use words that have been trademarked to avoid any legal issues. You will find all registered trademarks at the USPTO (United States Patent and Trademark Office).
Trademark Your Delaware Anonymous LLC’s Name
Once you confirm the availability of your business’s name, you have to protect it so no one else can use it. The next step of that process is to trademark your name through the State of Delaware or the USPTO. You will have to fill out a document called the Application for Registration of Trademark or Service Mark with a filing fee of $25.
Moreover, the state issues the certificate of registration, which costs $10. The trademark will stay effective for 10 years. You will have to renew it six months prior to its expiration date.
It also helps to register for a domain name through a domain name registration company. This way no one can copy your business name online.
Keep in mind that this is an optional step. You only have to trademark your chosen name if you’ve found one but are not registering your LLC at the moment.
Step 2: Hire an Efficient Registered Agent
All LLCs in Delaware require the services of a registered agent. A registered agent can be defined as an entity or a person who takes care of the legal documents for your anonymous LLC. Moreover, if you value privacy in your business, then a qualified registered agent is the perfect person to handle all of your privacy-related needs.
Also, the registered agent is required to have a physical address in the state of Delaware. This does not mean a P.O. Box, but a real street address. You can still form an LLC in Delaware, even if it isn’t your home state. A professional registered agent understands the needs of their clients when it comes to privacy and anonymity.
The Northwest Registered Agent prioritizes the privacy of their clients. If you are looking to form an anonymous LLC, where all your personal details stay off public records, then Northwest is the right company for you. Now, you can get their exclusive services for $39 only.
Step 3: Submit Your Certificate of Formation
You are required to submit a certificate of formation to the Delaware Division of Corporation in order to form your Delaware Anonymous LLC. This certificate will set up your business as a legal entity. You need the following items for your certificate of formation:
- Your registered agent’s name and address that’s in Delaware
- The name of your LLC
- $90 state fee
- Additional information you want to include
Moreover, you can choose from four options when it comes to filing your anonymous LLC certificate of formation.
- You can fill out a Certificate of Formation form that you can get from the Delaware Division of Corporations. You can submit it online through their Document Upload Service.
- You also have the option to download the form and send it through the mail. Also, if you register your anonymous LLC through courier or mail service, you are required to add a cover memo with your certificate of formation.
- You can also set up your anonymous LLC online by utilizing the OneStop portal option available. You do need to sign up for a user account in order to access the portal.
- A good registered agent company can also help file all paperwork on your behalf. Use Northwest Registered Agent.
Step 4: Prepare an Operating Agreement
This document is a contract that explains how your company should be run. The state of Delaware doesn’t require the need for an operating agreement when forming an anonymous LLC. However, drafting one is recommended, as it states several important operations.
The operating agreement includes the responsibilities and rights of members, ownership percentages, the management structure, dissolution procedures, voting rights, a profit plus loss allocation plan, the policy for adding and removing members, and any extra agreements among all members.
Step 5: Get an Employer Identification Number (EIN)
If you plan on hiring multiple employees or members for your private LLC, you are required to have an EIN. This federal tax identifying number gets issued through the IRS (Internal Revenue Service and it’s unique to every business. Basically, the EIN can be considered as the social security number, but for businesses.
You can apply for an EIN by mail, online, or by fax. The EIN is used for the following services:
- Tax returns
- Employee payroll
- Opening a business bank account
- A company credit card
Step 6: Create All Relevant Accounts
When your Delaware anonymous LLC is finally running, it’s crucial to set up all important accounts, such as business accounts and tax accounts. You are required to follow all licensing and tax rules, which might vary based on your business and location.
Here’s a list of different taxes you are required to pay, including the various tax accounts, and licenses you need to run a Delaware anonymous LLC.
- Local, state, and federal tax accounts
- If you hired employees, you need employer withholding accounts and employer accounts. Also, you will have to pay the state employer tax
- Business entity tax account (also known as State Business tax)
- Gross receipts tax (for selling goods or services within the state)
- Delaware business license and other local permits and licenses, depending on your business
What Are the Benefits of an Anonymous LLC in Delaware?
Many business owners choose Delaware to launch their new businesses. There are several advantages to starting your business in this state.
- The Court of Chancery: A business-related matters are conducted in this court, where professional business lawyers plus litigators help in resolving business disputes.
- Favorable tax laws: The First State provides favorable tax laws when it comes to businesses
- Rapid incorporation: As compared to other states, Delaware is known for incorporating businesses in a much quicker manner.
- Anonymity: An anonymous LLC in Delaware does not have to disclose the identity of its owners and members to the Delaware Division of Corporations. This way you can stay an anonymous business owner with ease.
- Maintain limited owner liability: This means owners are not personally responsible for potential financial losses and debts of the company.
Are you ready to register a Delaware anonymous LLC? Then visit Northwest Registered Agent and allow them to help you through their services.
What Are the Disadvantages of an Anonymous LLC in Delaware?
A common complaint towards Delaware state business regulations mentions that state law allows the real owners of a business to run their company while being completely anonymous in Delaware. Since the identities of the owners remain hidden in all anonymous LLCs, wire transfers and money laundering are some of the major federal government concerns.
Moreover, the Court of Chancery in Delaware is concerned that people can misuse the court for their criminal activities. For instance, despite the plaintiff not having unlawful motives, the court might not be able to use its powers if there’s a chance of “potential for untoward results.”
Delaware State Corporate Disclosure Requirements
The General Corporation Law of Delaware mentions in Section 102 that an incorporator is required to sign all certificates of incorporation. The incorporator also needs to mention their mailing address.
If the powers of the incorporator came to an end, then the names and mailing addresses of active directors should be mentioned on the certificate. Moreover, the name and addresses of the registered agent are also required to be included in the certificate of incorporation by the state of Delaware.
When it comes to the annual report, it should contain all information regarding the directors and one chosen officer of the company, according to 8 Del. C. §502(a)(4). It should also be signed under oath. The Secretary of State of Delaware will not provide a certificate of good standing if the report doesn’t mention these details.
An anonymous LLC in Delaware has the option of naming its chosen registered agent as its contact person for the company. This way, the LLC remains anonymous.
Delaware Anonymous LLC – Bottom Line
Unlike Delaware, not all states allow anonymous LLCs. The First State comes highly recommended if you want to form a private LLC. You don’t have to mention the identities of the owners or members, while also enjoying all the benefits that come with a regular limited liability company.
Keep in mind that certain institutions will require you to disclose your identities, such as banks and the IRS. This also includes certain documents that need your information. However, you can ask your registered agent to file all relevant paperwork on your behalf. This way you can stay private and hide the ownership of your business.
A good registered agent understands all of your privacy needs when it comes to forming an anonymous LLC. Get in touch with Northwest Registered Agent.
Lastly, if you think Delaware doesn’t make the cut for you, you can also try incorporating your anonymous LLC in Wyoming, New Mexico, or Delaware.