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Jessica
Consultant
JKEsq, Expert
Hello! Thanks for using JustAnswer. My name is ***** ***** I am an attorney ready to answer your questions with top-quality service.
I’m sorry to hear you are having these problems with your legal issue. I know that can be frustrating. However, we can get this resolved quickly.
JKEsq, Expert
So you want to form it in Deleware for anonymity but you live in Washington?
JKEsq, Expert
And that is the only thing you are concerned about- anonymity?
JKEsq, Expert
Got it! I believe I have everything I need, but was there anything else you’d like to add before I answered? If not, I can begin working on your answer.
JKEsq, Expert
Ok! I just need a little time to do some research and draft up a high-quality answer. I'll be with you as soon as possible. It won't be terribly long!
JKEsq, Expert
I’m sorry to hear about your issues here, hopefully, we can solve them quickly.
Generally, you should be fine here. The only time you need to register as a fallen LLC in any other state is if you are actively doing business there.
You are allowed to operate a Delaware LLC for any legal business in every state in the USA. Under the US Constitution, your Delaware LLC is viewed as a legal “person” and other states cannot discriminate against this “person” based on where he/she/it was born or incorporated. This is protected under the full faith and credit clause, equal protection clause, and/or substantive due process clause.
Additionally, if your company has a physical place of business, employees, assets, or licensing pertaining to another state, then the state where you operate and have significant contacts may require you to register there with a Certificate of Authority, letting the headquarter and significant operations states know you are doing business there. This allows you to bring and defend a lawsuit in that state.
JKEsq, Expert
This registration does not change the incorporation state, it is only a registry of “foreign” or out-of-state companies, in case someone needs to sue your company in its principal place of business.
The only issue I see here is if you need to sue somebody you have to do that in Delaware since that was where your company would be registered. You would have no ability to use the Washington courts for your business. So that could be one downfall if someone doesn't pay you, breaches a contract, etc.
If it was me, I would register a Delaware LLC anonymously, and then you can register a Washington LLC under that Delaware LLC name. That means that you're Washington LLC still will not show any owners- well it will but just the Deleware company name and not you.
That is one way to maintain your anonymity but also have the benefits of being registered in Washington like using the courts if you need to. And that is only about $71 per year to maintain it in Washington. For that, I would do it that way but it is your choice.
Please let me know if this has answered your question fully. I hope this information is helpful to you. If you need additional assistance or have follow-up questions, please reply to my message below, and I will respond as soon as I can.
JKEsq, Expert
Not required no. But if you need to sue someone you can only do that in Deleware since you cannot sue where you are not authorized by the state. That can prove costly to sue someone across the country. More than $71 per year, by a lot.
JKEsq, Expert
Great! You're very welcome and it was my pleasure.
It was my pleasure to work with you and help with your question. If you ever need to reach me in the future, you can post a new question with the title "ForCustomer or just add me as a favorite Expert. You'll have the option to do that on your "My Questions” page.
JKEsq, Expert
Have a great rest of the day!
JKEsq, Expert