Sarah Palin, recently, made national headlines for purchasing a luxury home in North Scottsdale, Arizona. Palin purchased the home through a Delaware Limited Liability Company that took title at closing. I suspect one of the reasons Sarah formed a Delaware limited liability company to purchase the home was to make it more difficult for people to determine the owner of the real estate.
In Maricopa County, Arizona, where the home is located, it is a simple matter to determine the legal owner of a home. Anyone who knows the address of the home can search the address on the Maricopa County Assessor’s website and find both the title holder and a link to the recorded deed on the Maricopa County Recorder’s website. Her new home is located at 29005 North 82nd Street, Scottsdale, Arizona 85266. See the Affidavit of Property Value recorded with the deed. This document states that the buyer was Safari Investments, LLC, and shows the purchase price was $1,695,000.
The seller was Ian Whitmore who purchased the home in March of 2010 for $803,650 cash. The Affidavit of Property Value recorded with the deed states that Ian Whitmore bought the home to use as his residence or the residence of a family member.
Safari Investments, LLC, is not an Arizona LLC nor has it registered to do business in Arizona. Delaware does not require members of the LLC to disclose their identity in public filings. The only information required in the Articles of Organization of a Delaware limited liability company is the name of the company and the name and address of the resident agent. Arizona, however, requires that the Articles of Organization of an Arizona limited liability company contain the name and address of all members if the LLC is member managed or the names and addresses of members who own 20% or more of the company if the LLC is manager managed.
By forming a Delaware LLC to purchase the home in Scottsdale, Arizona, Sarah Palin may have intended to keep her ultimate ownership confidential, but that plan didn’t work. Her ownership was discovered by many other sources. Here are some potential downsides to having your LLC own your home:
- If the LLC was formed outside Arizona, it may have to register to do business in Arizona in which case Arizona law will require that the foreign LLC disclose the names and addresses of its members using the same rules described above. If the LLC is getting a loan to buy the property or if the LLC is purchasing title insurance (a buyer of Arizona property should always purchase title insurance) the title insurance company, the lender and the title insurer will require the foreign LLC to register to do business in Arizona, which would cause the disclosure of the foreign LLC’s owners. If your foreign LLC will be required to register to do business in Arizona and you want to keep the ultimate owner(s) name off the LLC’s public, you will be forced to create two foreign LLCs, one of which will be the sole owner of the LLC that will register to do business in Arizona. This is an expensive and an administrative nightmare. See below for a better alternative.
- The ultimate owner of the home will not be able to take advantage of Arizona’s homestead exemption because the exemption does not apply to entities, only to people. Arizona’s homestead exemption protects the first $150,000 of equity in a person’s primary residence from non-consensual creditors.
- Homeowner’s insurance may cost more because the home in not owned by the resident owner.
- If the LLC is taxed as a C corporation, S corporation or a partnership for federal income tax purposes, the ultimate owner will not be able to exclude up to $250,000 ($500,000 for people filing a joint return) gain on a future sale of the property. Internal Revenue Code Section 121(a) states:
“Gross income shall not include gain from the sale or exchange of property if, during the 5-year period ending on the date of the sale or exchange, such property has been owned and used by the taxpayer as the taxpayer’s principal residence for periods aggregating 2 years or more.”
A Better Cheaper Way to Purchase Arizona Real Estate Confidentially
I routinely form Arizona LLCs that allow the ultimate owner of the company to remain confidential. A better way to maintain the secrecy of the ultimate owner of an Arizona LLC is for the owner to own the LLC in a trust. When a trust owns the LLC, the name and address of the trust appear in the Articles of Organization and the Arizona Corporation Commission’s public records. If the trust’s name does not include the owner’s name, then it is not possible to determine the beneficiaries (ultimate onwers) of the trust.
If you need to form an Arizona LLC and keep the ultimate owner(s) of the LLC secret, you should hire me to form the LLC and purchase my Confidential Trust. This is a special trust I draft for the purpose of owning the membership interest in an Arizona LLC. The ultimate owner is the trustee and the beneficiary of the trust and has total control over the trust’s assets – the membership in the LLC. The name of the Confidential Trust appears in the Articles of Organization, not the name of the ultimate owner.
For more on this topic, read my article called “How to Form an Arizona LLC without Disclosing Its Ultimate Owner(s)” and “Sarah Palin confirms buying home in north Scottsdale.”