No, you can’t. If you are raising capital from private investors, you must be completely transparent. In fact, if you are doing a Federal offering under The Securities Act of 1933, Regulation D (Rules 504, 505, or 506), the Securities and Exchange Commission (SEC) is going to require that the “related persons” who are responsible for your securities offering get published on the SEC’s EDGAR database, which is searchable by the public.
Who has to be named as a related person?
If the Issuer is a Manager-Managed LLC and the Manager is an LLC, you must look through the Manager LLC and name the individuals who function as managers or managing members of the issuer (your investment entity), as follows:
- If the Manager LLC is Member-Managed, list each individual member of the Manager LLC
- If the Manager LLC is Manager-Managed, list each individual manager of the Manager LLC
These individuals are deemed to be functionally managing the issuer, and thus must be disclosed as related persons under Item 3 of the SEC’s Form D.
Bottom Line: If your goal is to be anonymous, you can’t be in the management of a Syndicate, despite the advice of your Asset Protection advisors.
See the related FAQ, “Who Should NOT Be in Management of a Syndicate?”
