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Don’t Disclose the Unnecessary

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As a general rule, don’t appoint initial members or managers in your articles of organization—except if the state requires it, such as Nevada. And, generally, I recommend that LLCs be operated as manager-managed LLCs: that’s a theme we’ll talk about throughout the book. Managers can easily be appointed immediately by the organizer after filing the articles of organization. So, if it’s optional, don’t name managers or members in the articles. Articles of organization are a public record and available for inspection. As a result, many business owners wish to reveal as little information as possible about their LLCs in the articles, relying instead on the operating agreement and LLC minutes to store this information. You should always strive to operate your LLC as discreetly as possible.

It is virtually impossible to hide the identity of your LLC managers, however. Even if the articles do not name your managers, most annual reports to the secretary of state will require disclosure of this information. Annual reports are also public records.

▼ Online Resource

You will find links to the web sites of the secretaries of state for all 50 states at www.learnaboutlaw.com.

▼ Expert Tip

Never disclose the names of the owners of an LLC if it’s not required. Although it happens only rarely, sometimes aggressive lawyers suing a company will sue the company’s owners in order to harass and gain leverage—even if the owners have done nothing wrong.

Ultimate LLC Compliance Guide

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