Key Takeaways

  • Non disclosure states are jurisdictions where real estate sale prices are not part of the public record, making property valuations more complex.
  • LLCs formed in these states may also provide more privacy by limiting ownership disclosure, sometimes referred to as anonymous or confidential LLCs.
  • States vary in whether they permit anonymous LLCs, and some balance transparency with privacy protections.
  • Non-disclosure agreements (NDAs) remain critical tools for protecting sensitive business information, but their enforceability and scope may differ by state law.
  • Recent legislative trends (such as Utah’s ban on certain nondisclosure clauses regarding sexual misconduct claims) show that state laws continue to evolve in how NDAs are regulated.

LLC non-disclosure states are those that do not provide the public access to data on the ownership of a company. This is similar to states that don't disclose the sale prices of real estate. In most jurisdictions, property transaction records are available for anyone to view. However, in 14 states, the public can only see property information and ownership changes with loan amounts and mortgage transfer taxes as opposed to seeing the actual sales price.

How Are Sales Amounts Calculated in a Non-Disclosure State?

Entities in non-disclosure states can estimate the sale price of a property using the mortgage value in a formula based on millions of sales and the ratio between the purchase price and the mortgage amount. This works only on sales, though, and not refinances. The formula only yields estimates rather than concrete numbers. On average, they are close to accurate, but any given property may be the exception. As time goes on, these calculations may have to change.

If you have the loan amount for a property, you can multiply it by a particular value depending on the mortgage type.

  • For a Federal Housing Administration (FHA) loan, the multiplier is 1.01. The FHA is an agency of the federal government that insures the first mortgage on a property. This lets the lender loan a higher percentage of the sales price.
  • For a Veteran's Administration (VA) housing loan, multiply by 0.98. These loans are backed by the federal government so that buyers don't need much of a down payment.
  • Conventional loans are multiplied by 1.33. They are not backed by any government program.

As an example, if you know that the mortgage was $100,000 and that it was purchased with an FHA loan, then you multiply by 1.01 to get an estimated sales price of $101,000.

Which States Are Considered Non Disclosure States?

Currently, there are 12 states considered real estate non disclosure states: Alaska, Idaho, Indiana, Kansas, Louisiana, Mississippi, Missouri, Montana, New Mexico, North Dakota, Texas, and Wyoming. In these jurisdictions, the sale price of a property is not publicly recorded, meaning county clerks and assessors do not disclose it as part of official records. Instead, professionals rely on mortgage documents, transfer taxes, or industry databases to estimate values.

This lack of disclosure can make it harder for appraisers, investors, and potential buyers to assess accurate property values. For businesses, including LLCs that hold real estate, this offers an additional layer of privacy but may complicate financing or valuation.

What Does This Have to Do With an LLC?

An LLC (limited liability company) is a business structure that exists in all 50 states. This type of company is flexible, inexpensive to operate, and easy to maintain. Regulations vary some by state, so you should check the requirements in the state where you set up your business. However, all states require a registered agent and an organizer to be listed on the LLC application. Most states also require managers or members to be listed as well. The few states that don't require the disclosure of this ownership information are said to allow anonymous LLCs, private LLCs, or confidential LLCs.

Legally speaking, there are no differences between these types of LLCs and regular LLCs. The secretaries of state in most jurisdictions do not advertise that they offer anonymous LLCs. In fact, most are unfamiliar with the language. The fact that this ownership information is not public record does not mean immunity from prosecution for fraud. The state attorneys general will pursue investigations aggressively, regardless of the LLC's anonymous nature.

Advantages and Limitations of Anonymous LLCs in Non Disclosure States

Anonymous LLCs in non disclosure states provide a blend of privacy and flexibility. Advantages include:

  • Privacy protection: Owner names may not appear in state business registries.
  • Reduced exposure: Helps shield personal identity in real estate and business dealings.
  • Asset protection: Limits the ability of creditors or litigants to easily trace ownership.

However, there are important limitations:

  • Regulatory compliance: Banks, courts, and taxing authorities can still compel disclosure.
  • Perception concerns: While lawful, anonymous LLCs may raise suspicion with investors or business partners.
  • State variations: Some states permit anonymous registration only through registered agents, while others require at least minimal public disclosure of managers or organizers.

What You Need to Know About Anonymous LLCs

  • Tax Avoidance: Anonymity does not allow the LLC to avoid filing or paying taxes. These businesses are taxed the same as any other LLC and enjoy the same advantages.
  • Traceability: While anonymity does make it harder for any member of the general public to learn who owns what company, the status cannot protect the owner from misbehavior. Prosecution can pierce the corporate veil when necessary.
  • Preservation of Privacy: This business structure does help safeguard your privacy but should not be viewed as shady or unethical. It can help victims of abuse or harassment avoid being found, and it can keep tenants from bypassing property managers and bring problems straight to the landowner.

Changing Laws on Non Disclosure Agreements

The legal landscape surrounding non disclosure agreements (NDAs) is evolving. Several states have enacted laws limiting or banning NDAs in sensitive areas:

  • Employment and harassment claims: Utah recently joined a growing number of states banning employers from requiring nondisclosure clauses that prevent employees from discussing workplace sexual misconduct allegations.
  • Transparency trend: Legislatures are increasingly limiting NDAs where they might silence victims or shield misconduct from public view.
  • Business contracts unaffected: These bans generally apply to employment or harassment-related NDAs, not to business NDAs protecting trade secrets or proprietary information.

For LLC owners, this means NDAs used in the workplace may be subject to additional restrictions depending on the state, while traditional NDAs for protecting intellectual property remain enforceable.

Do You Need a Non-Disclosure Agreement?

Whether or not you need a non-disclosure agreement (NDA) depends on the kind of business you have. If you regularly use confidential information or trade secrets, it might be wise to require members and employees to sign something to keep that information safe. No state requires the LLC to use an NDA. A few do require an operating agreement to govern the operations of the LLC, and that document might include an NDA.

A non-disclosure agreement is generally used to protect client identity, financial information, or secret formulas. They're used to protect a company's ability to compete in the market. Those employed by the business or otherwise involved may need to have access to this information, so an NDA becomes necessary.

NDA Duration and Enforcement Considerations

Another factor LLC owners should consider is how long NDAs remain enforceable. Courts scrutinize overly broad or indefinite restrictions. For example, a Ninth Circuit case highlighted the risks of not specifying clear expiration terms in NDAs.

Best practices include:

  • Setting a reasonable time limit (e.g., 2–5 years for general business information).
  • Allowing trade secrets protection to extend indefinitely, but clarifying the scope in the agreement.
  • Tailoring terms to jurisdiction: Some states enforce strict reasonableness standards, balancing the business’s interest with an individual’s right to work.

LLCs should ensure their NDAs are precise, reasonable, and tailored to both business needs and state law to remain enforceable.

Frequently Asked Questions

  1. What are non disclosure states in real estate?
    They are states that do not make property sale prices part of the public record, making transaction amounts private.
  2. Which states allow anonymous LLCs?
    States such as New Mexico, Wyoming, Delaware, and Nevada allow LLC owners to withhold their names from public filings by using a registered agent.
  3. Do non disclosure states affect LLC taxes?
    No. LLCs in these states must follow the same federal and state tax requirements as any other LLC. Privacy does not exempt them from tax obligations.
  4. Are NDAs enforceable in all states?
    Yes, but with limitations. Some states restrict NDAs in cases involving sexual harassment or misconduct, while business-related NDAs remain enforceable.
  5. How long should an NDA last for an LLC?
    General NDAs often last 2–5 years, but protections for trade secrets may last indefinitely if clearly stated.

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