In the US, and particularly in Florida, company owners’ information is not a matter of public record. In other words, if you are one of the owners of a Limited Liability Company (LLC) you do not have to be listed in public records as the owner. The Florida Department of State website (sunbiz.org) may have other names listed in it, and nobody foreign to your company will be able to know who the real owners are. The documents establishing ownership are usually the Operating Agreement or Share Certificates which are private to the owners.
This “secrecy” can be good and bad. Some company owners relish the benefits of secrecy and how it protects them from certain creditors. But this can also be a bad thing, especially in the context of really small businesses that experience internal disputes.
It is well known that smaller businesses do not necessarily follow all the regular corporate formalities. In fact, some really small businesses may not even have the resources to hire a lawyer to draft an operating agreement that will govern issues of ownership. In these cases, it is important to list the actual owners in public records—even if the percentages are still private—because sunbiz.org will be an official record that will establish ownership in the case of a dispute.
Florida uses certain abbreviations like AR (Authorized Representative), MGR (Manager), AMBR (Authorized Member), D (Director), and others, to reflect the status of company agents to the public. In the case of LLC’s only if the word “Member” is used, will it be considered that a person has an ownership interest in a company? All others, for all we know, could be paid employees—even a Director or President (P).
If your company lacks corporate books, good agreements, or a good business lawyer behind who has drafted the company papers, it is important that you, as an owner, are listed as a member in sunbiz.org. This will avoid potential challenges from rogue partners or employees who could then allege that you don’t own your own company.
For more information about how to protect your interest in a company contact a business attorney at Ayala at 305-570-2208 or email attorney Maura at eduardo@ayalalawpa.com
