Unlimited Nominee in Nevada for Privacy
Keep Your Anonymity
There are several myths that exist about unlimited nominee and what they are designed to do. In a nutshell, the use of a nominee is a convenient way of preserving the anonymity of certain assets that you control. The less other people know about your affairs, the less involved they can become.
For most of our clients, the option to use the unlimited nominee in the first place arises because they chose to use the business-friendly jurisdiction of Nevada. Nevada does not require its businesses to disclose information about its business owners or the dealings of its businesses, so the unlimited nominee becomes possible.
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Nevada’s Secretary of State Offices handle approval of businesses and handling the year-to-year administrative matters of businesses in Nevada. The Secretary of State looks to the Nevada Revised Code for guidance to determine what information it must collect for the businesses to remain in compliance with the minimum disclosure requirements.
These requirements allow businesses to claim a certain business status (i.e. so that a corporation is treated as a corporation). The only public information available is the information maintained by the Secretary of State because Nevada does not charge a state corporate income tax.
What information is necessary? For corporations, there is an annual requirement that the corporation submit a list of the current directors and officers for each corporation. For LLCs, the requirement is to list the manager or members (we almost always use manager-managed LLCs). For LPs, the general partner is listed. The registered agent must also be contained on this “Annual List.” The list must be signed by an officer of the corporation, manager of the LLC or GP of the LP (and accompanied by a fee). Once this information is filed, there is no other required information.
How does the nominee fit in? The nominee is simply elected by the shareholders, members or partners (depending on the type of entity) to perform a very limited service; namely, to file the necessary documents with the Nevada Secretary of State to keep the business in compliance. Because the nominee is given temporary control of the business to perform this limited task, the nominee is listed as the director and officer of the corporation, manager of the LLC, or on behalf of the GP of an LP (again, this depends on the type of business).
What about updating the information? As far as the annual list is concerned, updated information is not necessary. Thus, even though a nominee may be temporary, as far as the sparse public records are concerned, the nominee is still sitting on the board and running the businesses.
Why is this important? This is important because the only available public information relating to the Corporation lists the nominee’s information, not yours. You now have control over who has this information. This is a very effective way to keep your affairs private.
What about the IRS? The IRS is sometimes an unintended beneficiary of states that require corporate tax returns and extensive business owner information. Nevada simply does not require such information. So long as a Federal corporate tax return is filed each year, the IRS is happy. Also, when your business applies for its federal tax number (EIN), it must disclose a responsible party and their social security number.
What about banks? Some people worry that the bank will disclose your information. Banks need some information from you for internal security reasons. This information is not made public and does not show up on an asset search. Banks simply do not provide this information to the public unless required to do so by a court order or subpoena.
Why use a nominee? The unlimited nominee is beneficial for those people who either want to keep their business affairs private or who are concerned that if the public knew of their assets, lawsuits, solicitations, or other nuisances might arise. For many, the use of the nominee is an easy and effective way to keep their information private and to make them look like an unattractive target for lawsuits or other nuisances.
You are not hiding anything; rather, just keeping the public’s access to your information to the minimum allowed.
Will the unlimited nominee prevent lawsuits? While certain lawsuits are inevitable (i.e. you run someone over in a car), the use of a nominee will greatly reduce your attractiveness as a potential defendant. In other words, when the plaintiff’s lawyers run an asset search on you to see what assets you may have to satisfy a potential judgment, they will not see the business assets. This is a very effective tool to either keep lawyers from taking cases against you or to allow for a favorable settlement negotiation. Your financial condition is typically irrelevant in a lawsuit, so you do not have to disclose your financial situation (i.e. what does your account balance have to do with whether or not you were negligent when operating a vehicle?). Lawyers work on a contingency, so the risk of recovering nothing is more than most lawyers are willing to take.
How does the unlimited nominee work? Each year, your business will have the opportunity to hire a nominee officer to handle the annual state paperwork. As a shareholder, manager or partner, you simply replace your board, officers, manager or GP with the nominee for a very brief period. The nominee only accepts the position for the limited purpose of handling the paperwork with the State. Once the state filings are completed, you can then elect a new board, officers, manager or GP. You do not have to worry about the nominee having any authority to transact business. Further, when we file, we put “Nominee” on the filing so the public if they come across your entity, is not misleading. We want people to know a nominee is involved.
Who handles the unlimited nominee? Anderson Corporate Services, your resident agent, handles the annual nominee paperwork.
The unlimited nominee is not about hiding things from others. It is really about keeping your private business matters private. If you want people to know what your financial picture is, then tell them. Otherwise, use the unlimited nominee to keep spying eyes out of your affairs.
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Anderson Advisors FAQ
What is Anderson’s Unlimited Nominee?
Our Unlimited Nominee provides you privacy and protection by listing a nominee individual as the officer and director of your corporation, manager or member of your LLC, and/or general partner of your limited partnership in the state of Nevada.
What are the benefits of Unlimited Nominee?
So, my entity will say that someone else owns it?
On the Nevada Secretary of State’s website, entities filed with our unlimited nominee lists the name of one of our attorneys, noting that he is acting as a nominee. When we draft your documents, the appropriate resolutions are included to appoint the client as the position(s) (officer and director, manager or member, and/or general partner, depending on the entities).
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