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Form a Delaware LLC Without Names on the Public Record
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Form a Delaware LLC Without Names on the Public Record


By Brett Melson Monday, July 7, 2014

 

How can I file a Delaware LLC without listing the owner's name in Delaware public records

 

Many people want to know how to file a Delaware LLC confidentially, and how to protect ownership if you file and decide not to list your member's names on your Certificate of Formation.

 

form a delaware llc without names on the public record

In Delaware, the only document you are required to file in order to create an LLC is a Certificate of Formation. Unlike other states, Delaware requires very little information to be made public in order to form an LLC.

 

The Certificate of Formation filed with the Delaware Secretary of State is only required to be comprised of three items: the name of the Delaware LLC, the name and address of the Delaware LLC’s registered office and the name and address of its Delaware Registered Agent.

 

In Delaware, members and managers are not required to be named in, nor to execute, the Certificate of Formation. Preparation, execution and filing of the Certificate of Formation must be handled by an authorized person or entity.

 

An authorized person is an individual or entity that forms an LLC on behalf of the members by filing the necessary formation documents with the Delaware Secretary of State and then providing the certified documents to the members of the LLC.

 

Typically, the authorized person is the LLC’s Registered Agent.   The powers of the Authorized Person are merely to execute the filing of the document with the Delaware Division of Corporations. Once the document is filed, the Authorized Person delivers the LLC to the initial member(s).

 

The legal instrument that releases the LLC to the initial member(s) is called the Statement of the Authorized Person. This statement is prepared and signed by the Authorized person and is not provided to the state of Delaware. It is not required to be filed in Delaware public records.    

 

If you'd like more information, please visit our Delaware LLC informational page.

 

 

How is ownership shown in the LLC if the public record deosn't contain names?

 

The fundamental terms of an LLC's ownership, operation and management are set forth in an LLC Operating Agreement.  An LLC Operating Agreement can be a written document or merely an oral understanding.

privacy in a delaware llc

A written Operating Agreement, however, is typically used because it memorializes the understanding and agreements of the members which, in the event of a later dispute, misunderstanding, litigation or death, is an invaluable protection for all parties involved.

 

Although each LLC Operating Agreement is different, an LLC Operating Agreement generally sets forth certain fundamental terms, such as:

 

  • The ownership percentage of each member
  • The manner in which profits, losses and expenses are allocated
  • The authority of members to bind the LLC and participate in day-to-day management
  • The voting rights of each member in making key decisions
  • The circumstances under which a member may withdraw from the LLC, and the way in which the member’s economic interest is calculated upon withdrawal
  • The ability of a member to sell or pledge his/her interest to a third party
  • Terms contemplating the death or disability of a member
  • The circumstances and terms under which new members may be admitted
  • The circumstances under which the LLC will be liquidated, and the priority of claims among the members upon liquidation
  • Indemnification rights (if any) in the event the LLC or member is sued in connection with the LLC's business

 

Delaware does not require an LLC Operating Agreement to be filed or added to the Delaware public records. For more information on LLC Operating Agreements, or to receive assistance with yours, please visit our LLC Operating Agreement page.

 

 MORE INFORMATION: LLC Operating Agreement 101

 MORE INFORMATION: Order an LLC Operating Agreement

 

More By Brett Melson

 

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