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.
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.
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:
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
THE AUTHOR OF THIS BLOG ARTICLE IS NOT A LAWYER AND HARVARD BUSINESS SERVICES, INC. IS NOT A LAW FIRM. THE ARTICLE ABOVE IS NOT INTENDED AS LEGAL ADVICE AND SHOULD NOT BE TAKEN AS LEGAL ADVICE. THIS SHORT ARTICLE IS STRICTLY TO MENTION SOME ASPECTS OF DELAWARE’S CORPORATION LAWS AND/OR LAWS RELATING TO OTHER FORMS OF ENTITIES WHICH YOU MAY NOT BE FAMILIAR WITH. WE RECOMMEND THAT YOU CONSULT WITH A LAWYER BEFORE FORMULATING A STRATEGY WHICH WILL BE SUITABLE FOR YOUR SPECIFIC CASE.
There are 2 comments left for Form a Delaware LLC Without Names on the Public Recordlarry fleetwood said: Friday, December 29, 2017
does an LLC have to Have a bank accountHBS Staff replied: Tuesday, January 2, 2018
The opening of a bank account for a company is different for everyone. Generally, a business opens a bank account if the company is selling goods or services.Bob Sahni said: Sunday, October 8, 2017
Hi there, If I use your services to form a Delaware llc and appoint you as a registered agent. Would you be able to open bank account as well on my or my llc behalf? I am asking this cause I am travelling right now and won't be able to visit the bank personally for another 4 weeks. Thank you, Harminder SinghHBS Staff replied: Monday, October 9, 2017
Unfortunately, we cannot open business bank accounts for any clients; it is simply not allowed by the banks. Here is more information on how you may possible open a business bank account: