Baltimore, MD asked in Business Formation and Business Law for Maryland

Q: I have an LLC registered with my personal address. If I hire an RA and Virtual Business Address company...

...will my personal address be moved from the public record(unsearchable) and replaced by the address of the hired RA and Virtual Business Address? Or do I have to dissolve my LLC and create a new one with a new name?

1 Lawyer Answer
Mark Oakley
Mark Oakley
  • Rockville, MD
  • Licensed in Maryland

A: When you file a change of resident agent form, the prior forms on file are not deleted or removed. Therefore, although the search information on the SDAT Business Entity Site will be updated to reflect the new resident agent name and address, and will be what someone will see when they search for your business name, the older documents on file with SDAT will remain on the site and will be subject to viewing and download. There is no way to request their removal or redaction as far as I am aware. If you originally identified yourself and address in your Articles of Organization, then of course you the articles will remain. Dissolving the business will also not remove the dissolved entitly documents or search results from SDAT. They will remain as historical record of the entity, fully searchable with watever the last names and addresses were provided for the business and resident agent, with the designation of "dissolved." All prior documents filed under that department ID will also remain for download.

You would have to create a whole new entity with a new name if you did not want anyone searching that entity to see your name or address. But then, you would also need someone else acting as the person organizing and filing the articles of organization, in order to shield your name and address from appearing on the filings. Lawyers who prepare and file these documents typically use their names as "organizers" or "incorporators" so that the actual owner's name does not appear on any of the documents or in the entity search results (assuming the listed RA and principal address of the company is not yours). Ownership of the entity is set forth in the internal company documents (e.g., the LLC operating agreement; any subscription agreements or letters among the owners and the entity; any ownership certificates issued; and of course, the entity's state and federal tax returns and K-1s which identify the names and addresses of each owner of the entity)--none of which is publicly available.

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