The Blaugg Blog Do you even Blaugg???

Maintaining Anonymity as a Florida LLC

A large blue map of Florida positioned behind a stack of white business documents.

Forming a limited liability company can help you keep personal information private as a business owner. However, not all states are created equal when it comes to LLC privacy protection. Florida LLCs are required to provide the names and addresses of LLC members on the public record. However, you can improve your privacy protection as an LLC member in Florida—starting with hiring a professional registered agent. Read on for more.

Florida LLC Privacy

The Sunshine State makes it tough for an LLC to be completely private. First of all, when forming your Florida LLC, you’ll need to file Articles of Organization with the Florida Division of Corporations, which must include a street address for your principal office. Because information in the Articles of Organization becomes public record, that means your business address can be found by anyone browsing those records—scammers, solicitors, and other nuisances. And even worse, this still applies if your LLC is home-based, putting your home address in the public record.

In addition, Article Four of the Articles of Organization asks you to list the name and address of every person involved with the management of the LLC. While it’s technically optional, most financial institutions require that information to be recorded with the Florida Department of State if you open an account for your business. And if you plan to hire employees, you’ll need to pay for worker’s compensation insurance, but Florida won’t issue you any if your LLC’s management information isn’t publicly available. So you may have little choice when it comes to withholding that data.

Because this Article only asks for information on the people involved in the actual management of the company, non-manager members should not be listed. But not all LLCs can afford to hire a manager, so a member-managed structure is sometimes the only available option. And even if another member is the manager and your information as a partial owner isn’t directly exposed, if that manager is someone you are personally associated with, your participation could still be uncovered. At best, naming someone else as manager only passes the buck of personal exposure onto them.

So, how can you protect privacy under these circumstances? A professional registered agent may be of assistance.

Protecting Your Address With a Registered Agent

When you hire a professional registered agent service like Northwest for your Florida LLC, you can use your registered agent’s address as your principal office’s street and mailing addresses on all your filings—everything from business formation documents like your Articles of Organization to your LLC’s annual report. This is a good way to help prevent unwanted visitors and junk mail from showing up at your own place of business. And if you have a professional registered agent when you form your LLC, you won’t have to worry about your address ever having been in state records.

Amending your Florida LLC information

If your LLC has already been formed without a professional registered agent (meaning the LLC’s registered agent is yourself or another individual), you can hire one and file Articles of Amendment to update your registered agent information and change your LLC’s principal address to the agent’s. Florida’s Articles of Amendment cost $25 to file.

Your Articles of Amendment will need:

  • The current business name of your Florida LLC
  • The date Articles of Organization were originally filed for your LLC
  • The 6- to 12-digit document number of your Articles of Organization
  • The amendments you wish to change or update (in this case, address information and registered agent details)
  • A signature from an authorized representative of the company
  • Your new registered agent’s signature
  • A cover letter with a name, address and phone number of someone the state can contact about your filing

Please note, however, that while filing an amendment will change the information displayed in your LLC’s entry in the business records search provided by the Division of Corporations, scans of previously supplied documents (and any information provided in them) are also available in that entry.

Anonymous LLCs in Florida

Anonymous LLCs—LLCs with no publicly recorded ownership or management information—can be formed in a few states, such as Delaware, Nevada, New Mexico and Wyoming. Florida, obviously, is not one such state.

However, Florida does allow a foreign (out of state) business to be a member owner or manager of an LLC, based on the definitions of “manager,” “member” and “person” described in Florida Statute Section 605.0102 (38) to (48). So in principle, an anonymous LLC formed in another state could be the manager or member of record of a Florida LLC without revealing sensitive information of any individuals in the process.

However, in execution, LLC organization of this sort is somewhat legally murky, so it is best to consult an attorney if you want to pursue this course of action.

What about Florida double LLCs?

Speaking of legal murk, another privacy solution for Florida LLCs that occasionally gets touted is the so-called “Florida double LLC.” In this scenario, two Florida LLCs are formed, with each one designated as the manager of the other (with only one of the two likely doing any real business). With both using the address of a professional registered agent for all their filings, all parties involved with the two LLCs can, in theory, maintain complete anonymity.

Utilizing a “double LLC” of this sort is very risky. It can leave the owners of the LLCs in danger of legal liability and tax questions from the IRS. Because of this high risk, anyone considering such a business structure should first speak to a reputable lawyer before proceeding with such a plan.

This entry was posted in .