Guide to Anonymous LLCs in Texas
What is an anonymous LLC?
How is anonymity accomplished when forming a Texas LLC?
Any information included in the Certificate of Formation (the formation paperwork filed with the state) will be public. As such, in the Certificate of Formation, one must not disclose any names or addresses that they wish to remain private. This can be problematic because Texas requires certain information be included in this formation paperwork, including, among other information, the name and address of the initial governing person(s).
In most situations, the governing person is the same person who wants to keep their identity private. To keep this person’s identity private, we must utilize an anonymity strategy that will both (1) keep identity(ies) private and (2) not relinquish governing authority (control) of the business.
Is a Texas Certificate of Formation visible to the public?
What information must be disclosed in a Texas Certificate of Formation?
The Certificate of Formation (a public document) must include the following:
- The name of the LLC.
- An initial mailing address – a PO Box or mail service will suffice.
- The name and address of the registered agent – For an anonymous LLC, we typically hire a professional registered agent.
- The name and address of the initial governing person(s) – For an anonymous Texas LLC, we must utilize an anonymity strategy that will both (a) keep the identities of the governing persons private and (b) not relinquish governing authority (control) of the business.
- The purpose of the LLC.
- The organizer's name, address, and signature - The organizer is the person filing the Certificate of Formation. As such, our Texas LLC formation lawyer is the organizer for each client.
- The effective date of the filing.
Can I keep my name from being publicly connected to my Texas LLC?
How do I keep my name out of the Certificate of Formation?
It is relatively simple to keep one’s name out of the Certificate of Formation, except for one required disclosure: the name and address of the initial governing person(s).
An LLC is governed by either (a) its owners, also known as “members,” or (b) “managers” (a manager of an LLC is equivalent to a director or a corporation). As such, you must be strategic in who you list as the initial governing person(s).
There are a few strategies that can be used to keep the name(s) of the owner(s) out of the Certificate of Formation. See the anonymous LLC strategies below.
How do I keep my address out of the Certificate of Formation?
How do I keep my name out of the Public Information Report (PIR)?
A Texas LLC must file a Public Information Report (PIR) every year. The PIR requests “the name, title, and mailing address of each officer, director, member, general partner, or manager.”
The Texas Comptroller’s website adds: “Domestic [LLCs] must enter all managers and, if the company is member-managed, list all members. All officers, if any, must be listed.” Arguably, the Comptroller does not require the reporting of the names and address of each member (owner) if the Texas LLC is manager-managed.
Is a Texas Certificate of Formation visible to the public?
Which states allow anonymous LLCs?
Can I use an anonymous LLC created in another state (i.e., DE, NM, or WY) in Texas?
You may use an anonymous LLC from another state in Texas. Still, if the foreign LLC is "transacting business” in Texas, you would have to file an Application to Register Foreign LLC in Texas. This Application requires you to disclose the same information required when creating a Texas LLC (including the name and address of the governing persons). As such, the anonymity strategy of simply using ONE foreign/anonymous LLC in Texas is NOT viable.
You may, however, utilize a foreign (DE, NM, or WY) anonymous LLC as the governing person (i.e., owner) of the Texas LLC. Using the anonymous foreign LLC in this way (acting as a governing person of a Texas entity) would NOT be considered “transacting business” in Texas and, therefore, would not trigger a separate registration as a foreign LLC doing business in Texas and the resulting anonymity busting disclosures. This is anonymity strategy # 2 below.
How to form an anonymous LLC in Texas.
As mentioned above, a Texas Certificate of Formation (a public document) must include the name and address of the initial governing person(s). This one requirement is what makes anonymity difficult in Texas. There are, however, three anonymity strategies that make anonymous LLCs achievable in Texas.
An LLC's “governing person” does not need to be an actual person but can be another entity or even a trust. The governing persons of a member-managed LLC would be the members/owners. The governing persons of a manager-managed LLC are called “managers” and are a lot like “directors” of a corporation. A manager does NOT need to be a member/owner.
There are three strategies to maintain anonymity when forming an LLC in Texas:
Will my LLC remain anonymous?
Examples of ill-advised anonymity strategies:
- John Doe owns 100% of a Texas LLC. He lists Jane Doe’s name and address as the initial governing person (Jane would be the sole manager of a manager-managed LLC). In this scenario, Jane would control the business that John owns, which is typically not an ideal result.
- John Doe owns 100% of an anonymous LLC formed in another state (i.e., Wyoming). John uses the WY LLC to do business in another state (i.e., Texas). Doing business outside of Wyoming would require John to register the WY LLC in the state where it does business as a “foreign LLC.” In most states (including Texas), the Application to Register Foreign LLC will require the disclosure of the name and address of the governing person. As such, using an anonymous foreign LLC outside of the state of formation is not viable. We see this ill-advised strategy recommended all the time. There are serious ramifications for failing to register a foreign LLC that does business in Texas.
- John, Jane, and Jack Doe own an LLC 33.33% each. Rather than list each member in the Certificate of Formation, they opt to be manager-managed (i.e., governed by one or more managers) and list Jack as the sole manager. This will effectively keep John and Jack’s identity private but will cede 100% control of the business to Jack, which may not be desirable. This strategy may work if everyone wants Jack to control the business or the Company Agreement carves out enough actions that require member approval before the sole manager can proceed.
Zachary Copp, Esq.
Mr. Copp is a graduate of the University of Texas at Austin and the founder of The Copp Law Firm. He has personally formed over 3,000 Texas LLCs since 2015 and was recognized as a Rising Star by SuperLawyers® for seven straight years. See full bio →