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Corporate anonymity
Incorporation with limited liability is a privilege. It should not include anonymity
Jan 21st 2012 | from the print edition

LIMITED liability—a commercial venture that protects its shareholders from personal bankruptcy—is one of the greatest wealth-creating inventions of all time. The law allows companies to borrow money, to take risks and to make contracts as if they were people, but without the human beings who own it going bust if things go wrong, as they would in an unlimited partnership. Limited liability allowed Elizabethan adventurers to finance voyages to spice islands; it allows Silicon Valley technologists now to make similarly risky bets.

But limited liability is a concession—something granted by society because it has a clear purpose. It is unclear why in parts of the world anonymity became part of the deal. Efforts to withdraw that unjustified perk deserve to succeed.

In dozens of jurisdictions, from the British Virgin Islands to Delaware, it is possible to register a company while hiding or disguising the ultimate beneficial owner. This is of great use to wrongdoers, and a huge headache for those who pursue them. Anonymously owned companies can buy property, make deals (and renege on them), launch intimidating lawsuits, manipulate tenders—and disappear when the going gets tough. Those who seek redress run into baffling bureaucracy and a legal morass. Seeking real names and addresses means dealing with lawyers and accountants who see it as their job to shield their clients from nosy outsiders.

Attempts to change this have bogged down. The campaigners for reform are hardly anti-corporate zealots: they include the World Bank, the OECD (a rich-country think-tank), and an American senator, Carl Levin, who with the support of the administration has introduced a bill to rein in the antics of states like Delaware (and a bunch of others including Wyoming and Nevada). But progress is slow, with reformers stuck in an argument about who should pay the costs of clarity.

If you strip out the obvious self-interests of the jurisdictions that make money from hiding people’s identity, the main excuse offered is privacy. Hiding your identity can have honest commercial reasons: if everyone knows that Exxon Mobil, BP or another oil major is bidding for a patch of Texas, the price will go up. In some countries and industries revealing ownership is dangerous. Besides, many libertarians would add, private shareholders have the right to be just that.

Except that the rest of us are giving a limited company’s owners a perk. It does not seem unreasonable to ask who are the main recipients of this benefit (with, say, stakes above 5%). Legitimate concerns for owners’ safety, such as biotech firms hunted by animal-rights activists, are rare. In many more cases, such as Caribbean holding companies controlled by well-connected Russians, greater transparency is on the side of democracy and freedom. If the owners of an enterprise really want to preserve their anonymity, they can still opt for an unlimited option—but that will be their risk.

Reform ought to be simple. Anyone registering a limited company should have to declare the names of the real people who ultimately own it, wherever they are, and report any changes. Lying about this should be a crime. Some dodgy places will try to hold out. But anti-money-laundering rules show international co-operation can work. You can no longer open an account at a respectable bank merely with a suitcase of cash. Let the same apply to starting a limited company.