An anonymous LLC (limited liability company) is a type of business structure in which the public has no access to the owners’ identities. This means that the names of the members (owners) and managers (if any) of the LLC are not listed on records that are available to the public.   

Even though the members and managers are anonymous to the public, they are not anonymous to certain government agencies or to law enforcement. For example, the LLC’s tax returns filed with the IRS and other tax authorities list the names of its members. In addition, a new report that became mandatory this year for most LLCs, called a Business Ownership Information Report, discloses the names of most members and managers to the Financial Crimes Enforcement Network or FinCEN. [Update 4/5/2025:  After several confusing court decisions and reversals, the last word from FinCEN is that domestic LLCs and other entities will not be required to file Business Ownership Information Reports.  Only foreign entitles will be required to file.]

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Basic LLC Principles: Interest versus Membership

Understanding SEA 18 requires an understanding of the difference between LLC interest and membership.

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There are, however, two exceptions to the statutory dissolution of an LLC with no members. First, the LLC will not be dissolved if the operating agreement provides specifically for the admission of a member after the dissociation of a sole or last remaining member, and a member is actually admitted under that provision within 90 days of the first date the LLC had no members. In our experience, very few operating agreements contain such a provision.

The second exception applies if the reason the LLC has no members is the death of the sole or last remaining member.  In that case, the LLC is not dissolved if the operating agreement provides for the member’s personal representative, or the personal representative’s designee, to be admitted as a member and that person is admitted within 90 days of the member’s death.  See Ind. Code 23-18-6-5(a)(4).  Again, it is safe to say that few operating agreements have such provisions.  Moreover, even if one exists, there is a significant possibility that no member will be appointed before the 90 day window closes.

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