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.

1. Obtain a Texas address that is not publicly connected to you. The Certificate of Formation will need to list a mailing address. It is important that this address (PO Box or mail service like UPS Store) is not publicly connected to you. You will use this address in Step 2. Alternatively, you can use a professional registered agent who 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).
2. Create Two Manager-Managed Texas LLCs. Each LLC will be structured as a manager-managed LLC, with the primary LLC acting as the manager of the second LLC, and vice versa. The second LLC's sole purpose is to serve as the manager of the primary LLC for anonymity purposes. This configuration requires only the disclosure of the name and address of the manager (the other LLC), not the identities of the member(s).

All documents filed with the state are generally visible to the public including the LLC's (1) Certificate of Formation (filed at the outset) and (2) Public Information Reports (filed annually).

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).

The Certificate of Formation (a public document) must include the following:

1. The name of the LLC.
2. An initial mailing address – a PO Box or mail service will suffice.
3. The name and address of the registered agent – For an anonymous LLC, we typically hire a professional registered agent.
4. 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.
5. The purpose of the LLC.
6. 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.
7. The effective date of the filing.

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.

A Texas LLC must file a Public Information Report (PIR) annually. The PIR requires the disclosure of “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.”

When you form two manager-managed Texas LLCs, you do NOT have to disclose the name and address of the member(s). Instead, each year you can simply disclose (1) the second LLC as the manager of the primary LLC in the primary LLC's PIR and (2) the primary LLC as the manager of the second LLC in the second LLC's PIR. This approach allows you to maintain anonymity year after year.

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 # 2 below.

1. John Doe intends to own 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 like Texas. Doing business outside of Wyoming would require John to register the WY LLC as a "foreign LLC" in the state(s) where it does business. In most states (including Texas), the Application to Register Foreign LLC will require the disclosure of the name and address of the governing person(s). As such, using an anonymous foreign LLC outside of the state of formation is not a viable anonymity strategy. 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 future annual reports.