Creating an anonymous startup is no easy task. For one thing, the Secretary of State requires a registered agent and an organizer to be listed. If they’re not you (which since it is public information, it probably isn’t), who will it be? Can you trust that person not to share who you are? When you buy your website, whose information is listed?
If you’re anonymous, how will the bank know to let you take money out or close the account? Are you leaving a friend in charge of your bank accounts? Is it really your company if your friend is in control of the bank account and the articles, and everything else?
These are all very important questions. The most important question, however, is this: Is anonymity really worth it? If it is, we have some relatively good news. Anonymity is attainable, to a certain extent. Secrecy cannot be completely maintained, but there are many things you can do to keep yourself anonymous for as long as possible.
What is an Anonymous Startup?
An anonymous startup is exactly what it sounds like: a startup company where the owners are kept secret. Although, in this world, there is no absolute secrecy. Some co-founders of companies want to remain anonymous except in private agreements for a variety of reasons.
Setup Process
To setup your LLC or Corporation, you will need to file articles of organization or incorporation (respectively) with the North Carolina Secretary of State. In order to remain anonymous, you’ll want to hire an organizer/incorporator and registered agent who has a nondisclosure policy or legal confidentiality requirement. This person can be everything listed on the articles. In order to obtain an EIN, at least one owner must be listed as the responsible party. This isn’t public record, but the IRS will know who you are.
Annual Reports
One potential issue with anonymity is the requirement that LLCs and corporations file an annual report every year. You must list all officers or managers of the company. If an anonymous partner makes any decisions for the company, he or she must be listed. Therefore, in order to maintain anonymity, any person wishing to be anonymous cannot run the company. They can still vote as shareholders for an officer or manager! Therefore, he or she can still maintain some control.
Banking
Banks need to know who controls the money of an organization. This is federal law. This is also practical since banks won’t let just anyone access a company’s money. However, banks cannot give out information about their customers.
Intellectual Property
Intellectual property is easy. Trademarks can be owned by the company, and copyrights can be filed anonymously. Trade secrets, by their very nature, should be kept secret. I’m not a patent attorney, so unfortunately, I cannot help with those.
Enforcement
The biggest problem with anonymity is enforcement. Discovery can be under seal. All litigation matters can be handled through an attorney. Even attendance at most court-related matters is not required. However, nothing in court is certain. If a court tells you to reveal your owners, you must. The penalties for violating a court order far outweigh your anonymity.
The same goes for crimes. Court orders demand information regarding owner identities from time to time. If a court orders the identity of the owners of a company to be revealed, they will be revealed. There are too many people in jail right now for refusing to comply with this type of court order.
Website
If you want to remain anonymous online, you need to ensure that you buy the privacy protection when purchasing your domain name, or have it owned by someone else.
Attorneys / Fiduciaries
The best way to remain anonymous is to hire an attorney or another fiduciary to manage your company and keep your secret. Law++ has done this for a few clients. The major downside to this is the cost. Attorneys aren’t cheap. On the plus side, attorneys must keep your secrets.
One very important rule to remember is that there is no attorney-client confidentiality if you use an attorney’s advice to break the law. Law++ will absolutely turn you in if you try to use an anonymous startup to commit crimes!
If you’d like to know more about anonymous startups, please contact us at info@lawplusplus.com.