Does my name have to be on the articles of Incorporation?

**MOsales** · 01-18-2008 07:20 PM

Is there any way around having my name on the articles of incorporation?

I'm forming an LLC with 3 other partners.

We are all keeping our current jobs and for two of us this could be viewed as a conflict of interest by our current employer.

We don't have non-compete clauses, and it is a stretch to say this would be a conflict of interest. We would rather just play it safe and not have it traceable by our current employer that we are involved.

Is there any way to do this? Maybe if we buy in as shareholders? or what if we just have our wifes sign?

Help...

**JLeezer** · 01-18-2008 08:03 PM

I believe you could have just the other individual who doesn't mind having his name on the articles of incorporation submit the paperwork to your state. Then once it is registered, have him sell the appropriate number of shares to each of you. Depending on the state and the taxation method used by the corporation, this partial change of ownership only needs to be recorded within the company's documentation and not submitted to the state. Definitely check with a corporate attorney on this, though.

**MOsales** · 01-18-2008 08:04 PM

So, have one partner register the LLC as 100% owner and then sell off his ownership to the rest of us?

**JLeezer** · 01-18-2008 08:30 PM

You're going to want to get the advice of a good attorney for the whole transaction, but that's the way that I'd go. Be sure to have the attorney set up all the paperwork necessary to document the transaction between the original partner and the two that will be buying into the LLC as partners. And definitely without any funds/services until contracts have been signed by all parties. Also, considering there are several of you, I'd highly recommend establishing the procedures that would handle one of you wanting to remove yourself from the business, either in a functional capacity or completely by selling your portion. Will the one who wants out be required to give the others first right at purchasing their share equally? Could one of the other partners acquire the entire share, resulting in a 67%-33% ownership? etc. etc. etc.

**MOsales** · 01-18-2008 08:46 PM

Well if we were to form and not have any issues with people not wanting their name on public record the structure would be;

33% / 33% / 16.67% / 16.67%

Unfortunately the two who do not want their names on the original doc are the 33% owners...

**BusinessAdviser** · 01-18-2008 08:54 PM

Originally Posted by JLeezer

You're going to want to get the advice of a good attorney for the whole transaction, but that's the way that I'd go. Be sure to have the attorney set up all the paperwork necessary to document the transaction between the original partner and the two that will be buying into the LLC as partners. And definitely without any funds/services until contracts have been signed by all parties. Also, considering there are several of you, I'd highly recommend establishing the procedures that would handle one of you wanting to remove yourself from the business, either in a functional capacity or completely by selling your portion. Will the one who wants out be required to give the others first right at purchasing their share equally? Could one of the other partners acquire the entire share, resulting in a 67%-33% ownership? etc. etc. etc.

I believe you're discussing an Operating Agreement. If there are more than one member of the LLC, you'll want an Agreement.

Also, you're not dealing with shares, you're dealing with ownership interest. Shares represent ownership in corporations.

**SlvrBulletV6** · 01-19-2008 11:28 AM

Articles of Incorporation for an LLC only requires one member information (who is also the agent for service of process).

E.g. in CA, you need to file the AoI (in there, you will indicate if the LLC is managed by all members, managed by some members, or managed by manger member), then a Statement of Information which requires all the member's information.

If there are more than one member, it is best to have an operating agreement in writing and signed by all members. The attached exhibit should include the percentage of ownership of all members. Your specific operating agreement will also take into account of what type of membership and management and control the members will have.

**BusinessAdviser** · 01-19-2008 11:54 AM

Originally Posted by SlvrBulletV6

Articles of Incorporation for an LLC only requires one member information (who is also the agent for service of process).

The member listed in the Articles of Incorporation is not necessarily also the registered agent. You can obviously choose to make such member the agent, but this is often advised against, since a registered agent must be available at the address listed for the agent at all times. Instead, registered agent services can be purchased, which also often include the agent keeping up to date on legal requirements and changes in those requirements.

**SlvrBulletV6** · 01-19-2008 04:02 PM

Originally Posted by jmenq2

The member listed in the Articles of Incorporation is not necessarily also the registered agent. You can obviously choose to make such member the agent, but this is often advised against, since a registered agent must be available at the address listed for the agent at all times. Instead, registered agent services can be purchased, which also often include the agent keeping up to date on legal requirements and changes in those requirements.

True. I made the assumption that a member would be in the address in the Articles of Incorporation.