Guide to Anonymous LLCs in Texas
What is an anonymous LLC?
The term "anonymous LLC" describes an LLC where the names and addresses of the true owners are not disclosed to the public.
If you value your privacy, it will be essential to understand which LLC related documents are visible to the public and what information must be included in these public documents.
Summary of how to maintain anonymity
- Create an LLC in Wyoming. Your WY LLC will own 100% of the Texas LLC (see Step 3 below). We only form Texas entities, but I can recommend an inexpensive attorney in Wyoming with experience creating anonymous WY LLCs.
- Obtain a Texas address that is not publicly connected to you (PO Box or mail service like UPS Store). You will use this address in Step 3. Alternatively, you can use a professional registered agent that will allow you to use their Texas address as the Texas LLC's mailing address (Northwest Registered Agent is one of the few that will allow this).
- Create a Texas LLC that will be 100% owned by the Wyoming LLC. In the Texas LLC formation paperwork, we’ll list the Wyoming LLC as the member/owner to keep your name (and address) out of the Certificate of Formation (the public document).
What LLC documents are visible to the public?
All documents filed with the state are generally visible to the public including the LLC's (1) Certificate of Formation and (2) Public Information Reports.
In Texas, both the Certificate of Formation and Public Information Reports must disclose certain information including, but not limited to, the name and address of the LLC's members (i.e., owners).
What LLC documents are NOT accessible 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.
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 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.
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.” Arguably, the Comptroller does not require the reporting of the names and address of each member (owner) if the Texas LLC is manager-managed.
Which states allow anonymous LLCs?
Why can't I just create a WY LLC and use it in Texas?
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.
If the foreign (DE, NM, or WY) anonymous LLC just owns a Texas LLC, this is NOT considered “transacting business” in Texas and would not trigger a separate registration as a foreign LLC doing business in Texas and the resulting anonymity busting disclosures. This is anonymity strategy # 1 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
1. 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.
2. 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.
3. John, Jane, and Jack Doe own an LLC 1/3rd 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 out of the initial formation paperwork, but will cede 100% control of the business to Jack, which may not be desirable and will still require disclosure of the names and addresses of each member in the future annual reports.
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 been licensed in Texas for 19 years and has personally formed over 3,000 Texas LLCs since 2015. He was recognized as a Rising Star by SuperLawyers® for seven straight years. See full bio →