I have a one man s-corp, Illinois requires that I am listed as officer publicly. I am an actor on TV and this has lead to a rash of frivolous threats (for some reason people think that if you're an actor you have deep pockets - ironically I make minimum wage lol). Can I use a pseudonym for my employment with the s-corp , thereby having that pseudonym listed as officer in the public records?
First, I am not licensed in IL and cannot give you advice regarding your state's laws. However, your facts do not give enough detail to indicate the purpose of this S-corp. As a general principle, a single member S Corp. must indicate the name and address of the registered agent as well as the name and address of its director. Officers need not be listed in the Certificate of Incorporation, but do need to be listed in the Annual Report.
I cannot imagine your acting career creates law suits unless you have committed a crime or you fail to fulfill your contract to perform. I therefore suspect that the suits arise from a side enterprise. Your company need not carry your name if this is the case, unless you believe it is necessary because of the goodwill your name generates.
Other entities, in other states, and you need to check with an IL business attorney, such as a limited liability company, files a Certificate of Formation, which needs to once again reflect the registered agent (you need not be that agent, your accountant or attorney can be), and may require the naming of the manager, but I do not believe requires the naming of members/owners. Once again, you can designate someone else to be the manager IF the name needs to be disclosed. Check with your IL business attorney.
Every state of which I am aware allows the merger or conversion of an S Corp. into an LLC.
It is interesting questions, since it is the opposite of what most actors do. My experience is that the actor has a pseudonym for business, and for real life uses their real name.
You don't explain how the threats has a relationship with your s-corp. Also, as an attorney, I question why you chose an S-corp versus a sole-proprietor.
You should discuss your needs with an experienced attorney to see if they can be resolved. There are several issues that you need to consider and decide on. There is the tax issues, which I assume is a reason for the S-corp, the privacy issues, the legal protection, and other issues related to the entertainment industry.
Feel free to contact me if you have other questions.
I have been practicing law for 30 years and I have never run across this particular question before today.
I think the problem with the analysis for you is that this is a corporation owned by you where you are presumably the sole director and shareholder. In this type of situation, the various duties and responsibilities of each particular position as it relates to the Corporation get a bit murky. It is common for people to think, in this situation, that they own the corporation and therefore they should be able to do whatever they want.
It may help you a bit to think about it a different way. What if you had made a large investment in this company so you are just a shareholder. You then appoint a board of directors who then hired a 3rd person to be president of the corporation. Let's say that the president came before a meeting of the shareholders and directors, and stated that he wanted to use a false name in place of his legal name when signing corporate documents including those to be filed with the state government. How would you feel about that? My guess is that you would immediately object to that notion because the president would be perpetrating a fraud on the state and anyone else who subsequently relied on that public record. Definitely not good for the company.
So, I would have to agree with my colleagues and tell you that I would not recommend that you do it.
Furthermore, I would guess that if you look at the fine print immediately above the signature line on the Corporation Annual Report, you will probably find some language to the effect that you are signing this document under penalty of perjury certifying the truth of the information contained in it. Once you file this document, it becomes a matter of public record.
Now imagine yourself in a situation later on where the corporation has been sued for breach of contract and the complaining party alleges that there is been fraud in the transaction. I would think that any sharp lawyer in Illinois would carefully review all of the publicly filed corporate documents and quickly realize that you had filed documents using a false name. I would bet that this document, and your testimony relating to the filing of the document, would likely be a foundational piece of evidence in a prosecution against the company because of a recurring case of fraud.
You need to remember that the corporation is not you. It is a separate entity and you have a fiduciary duty to the corporation to act in the best interests of the company.
I think you have got several better options. First, if you are concerned about lawsuits, have the corporation buy an insurance policy for general business liability and another for"errors and omissions" that will specifically the company and protect the officers and directors. Secondly, consider hiring someone else to be the president of your company. Third, go through the process to change your name legally.
I hope that some of these thoughts helped. I know that the other attorneys spent some time thinking about this problem for you and we would all appreciate it if you take the time to mark one of the responses as the “Best Answer". Good luck.
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