Compliance missed
"I missed the BEA BE-13 survey." It comes by mail to the LLC; nobody opens it. Potential fine: $2,500–$25,000.
→ Manager catches it and warns you before the deadline.
Your LLC without Manager
Four calls we get every month
Real customers who came in late. Manager prevents exactly these scenarios.
LLC suspended
"My RA expired in December." New Mexico suspended the LLC. The bank froze the Mercury account. 6 months of paperwork to reactivate.
→ Manager renews your RA automatically.
No governance
"I signed a big customer contract." But never signed the Operating Agreement or an internal resolution. The partner argued that "that agreement didn't exist".
→ Manager signs contracts with cryptographic seal + Ledger.
Chaotic tax season
"March came with no consolidated bookkeeping." My accountant had to reconstruct the year from raw Mercury exports. Charged me $2,000 extra for the reconstruction.
→ Manager delivers bookkeeping reconciled month by month.
The pattern is the same: an LLC without Manager deteriorates from lack of continuous oversight. The damage doesn't happen on day 1. It happens at month 7, when it's already late.
Audit Simulation
A Tax Auditor's "Attack"
In an audit, the tax authority looks for signs of a sham. Their goal is to show that the company doesn't really exist and that you are the only thing driving it.
Scenario A — Undocumented structure
The LLC With No Governance
- ✗ Decisions made over WhatsApp, no minutes.
- ✗ Engagements signed only by the owner.
- ✗ No trace of external management or oversight.
- ✗ Owner and Manager are the same person.
Technical verdict
"SHAM
BUSINESS"
Outcome: Payment of unpaid dues + 150% penalty + interest.
Scenario B — Documented structure
LLC with Governance Ledger
- ✓ Formal resolutions from the designated Manager.
- ✓ Immutable record of every strategic decision.
- ✓ External professional compliance layer.
- ✓ Contracts and powers ratified institutionally.
Technical verdict
STRUCTURE
WITH REAL SUBSTANCE
Outcome: Recognition of legal personhood and operational validation.
HIGH PSYCHOLOGICAL AND FINANCIAL RISK
The cost
of "doing it wrong" isn't a fine.
It's corporate suicide.
Skimping on governance today is buying a direct ticket to an audit you won't be able to win.
150% penalties
The tax authority won't just ask for what you didn't pay. They'll ask for one and a half times more as a sham penalty.
Personal liability
When the corporate veil falls, your personal assets (house, savings) stop being protected. The owner answers for the shell company.
Peace of mind destroyed
A 4-year retroactive audit can last months, draining your energy and your ability to generate income.
Manager isn't optional if you mean business — it's the infrastructure that turns your LLC into a defensible company.
Effective management isn't the problem.
A Single Member LLC Disregarded is tax-transparent. Profit is taxed at the owner, not at the LLC.
Moving effective management changes almost nothing on the tax side. What matters is whether the company actually exists or is an empty structure.
That's where Manager & Governance Ledger come in: turning a transparent structure into a corporate entity with real substance.
Key concept
Governance Layer
It's not a simple manager. It's a governance layer that evidences that the company makes decisions, has structure, and operates like a real company.
- ✓ Continuous documentary substance
- ✓ Owner-Entity separation
- ✓ Consistency in audits
Activation process
How your governance is built
A 4-step system to transform your LLC from a vulnerable entity into a real corporation.
1
Designated Manager
Formal designation of the external management role for corporate validation.
2
Ledger Activated
Opening of the immutable record (Ledger) of every strategic decision.
3
Decisions Recorded
Every tactical move of the LLC is validated and documented with rigor.
4
Evidence Accumulated
Continuous generation of documentary trail for any future defense.
Real documentary evidence
How a real decision is recorded inside the Governance Ledger
Every strategic move is recorded as a formal Manager resolution. That record creates continuous documentary evidence that the company exists and makes real corporate decisions.
Governance Ledger · Entry FGSL-2026-70005
Date:
12 Mar 2026
LLC:
Devil Marketing LLC
Decision:
Strategic Resolution
Manager:
External Manager
Status:
Approved
Strategic Decision
Authorize payment to marketing contractor for Selectivitat.io campaign execution.
Tactical Steps
- - Approve invoice #SE-204
- - Allocate budget from Marketing account
- - Execute bank transfer
✓ Manager Resolution recorded
✓ Compliance check completed
✓ SHA-256 hash generated
₿ Anchored in Bitcoin blockchain
"This is what a tax auditor would see if a case were opened."
Accumulated documentary trail
Jan 12, 2026
Manager Resolution · Contractor Hiring
Formal approval of external services for the operating structure.
Feb 03, 2026
Strategic Decision · Marketing Budget
Quarterly resource allocation by management.
Feb 21, 2026
Vendor Contract Ratification
Legal validation of contracts with key vendors.
Mar 12, 2026
Payment Authorization
Payment execution under Manager oversight.
→ 4 entries recorded this quarter
Document Evidence Generated
All the documentary output that shields your corporate reality.
📄
Manager Resolutions
Authority documents ratifying each step.
📜
Operating Agreement
OA customizable via wizard, with designated Manager and verifiable hash.
📋
Corporate Minutes
Institutionalized, digitized minutes book.
📒
Bookkeeping Reports
Professional accounting with real bank data.
📑
Strategic Decision Logs
Chronological record of the business's direction.
🏛️
Tax Filing (5472 + 1120)
Annual tax filing before the IRS.
✍️
Signed Contracts
Agreements executed by the Manager on behalf of the LLC.
📊
Annual Governance Report
Certified annual summary for tax defense.
₿
Every document is anchored to the Bitcoin blockchain
Via SHA-256 and OpenTimestamps, every Governance Ledger resolution and document is sealed with an immutable cryptographic proof anyone can verify.
Something that didn't exist
Before vs After Governance
The difference between an invisible entity and a corporation with real substance under the law.
Basic vs Manager
How it compares to the Basic LLC
Basic covers formation and minimum compliance. Manager adds continuous monitoring, unified reports, and governance with cryptographic proof.
You can upgrade from Basic to Manager at any time — you pay the prorated difference.
The real value
What it would cost to buy this separately
No LLC formation provider offers this as an integrated service. On the market you'd have to buy each piece separately — and you still wouldn't get the same outcome.
* Reference prices from the U.S. market for equivalent services contracted separately.
Substance lifecycle
Your evidence timeline
This is how corporate documentation accumulates across the year.
DAY 1: ACTIVATION
Manager designation and Ledger opening. Your LLC is no longer "you" — it has its own official structure.
MONTH 3: FIRST RESOLUTIONS
Contracts ratified, operational approvals, and strategic changes documented in the Ledger.
MONTH 6: CONSOLIDATED EVIDENCE
The first consolidated governance trail is generated. You have a body of evidence no tax authority can ignore.
MONTH 12: ANNUAL DOSSIER
Corporate year-end close with decision audit. Your LLC stands on solid documentary ground against any inquiry.
Compliance Layer
Real Benefits of Governance
This isn't bureaucracy — it's psychological impact and asset protection in any audit.
Feature: Designated Manager
Real Separation of Powers
The external Manager is the one who ratifies decisions. This helps weaken any "shell company" finding if your jurisdiction's criteria apply.
Impact:
Strengthens
your defense against sham allegations.
Feature: Governance Ledger
Immutable Documentary Trail
Every strategic step is sealed with a SHA-256 hash and anchored on the Bitcoin blockchain. You can't "invent" your company's history after the fact.
Impact:
Builds
the confidence of having your LLC documented and traceable.
Feature: Corporate Resolutions
Institutional Resolutions
We turn your ideas into minutes with professional signature. Your LLC stops being a "payment channel" and becomes a real business entity.
Impact:
Raises
your tax and professional game.
Manager Ecosystem
Everything Manager includes
👤
Manager designation
Formal designation of a corporate Manager in charge of oversight and ratification of decisions. Creates a governance structure similar to any first-tier American company.
📝
Governance Ledger
Immutable record of every corporate decision: formal resolutions, spending authorizations, contract signings, and strategic decisions. Every entry sealed with SHA-256, ratified by the Manager, and publicly verifiable at devil.club/verify. The evidence trail any tax authority expects to find.
View in detail →
📜
Customized Operating Agreement
Operating Agreement drafted to fit, with Devil Club as designated Manager. Customize optional clauses (succession, IP, NDA, distributions, POA) with our step-by-step assistant. Every version produces a PDF with a verifiable hash in the Governance Ledger.
📒
Complete bookkeeping
Every member sees their transactions in real time (basic bookkeeping). With Manager you unlock the complete level: professional PDF reports, bank reconciliation, tax analysis, and the unified monthly report — bookkeeping + Ledger + tax analyses in one document, generated automatically by Lucy each month.
Integrated with
Mercury
Wise
View in detail →
🏛️
IRS intermediation
We act as the tax intermediary before the IRS. Annual tax filing (Form 5472 + Pro Forma 1120) fed directly from your bookkeeping data. No errors, no stress, no missed deadlines.
View in detail →
✍️
Contract signing
The Manager signs contracts, agreements, and legal documents on behalf of your LLC with full executive authority. Every signature carries a PKCS#7 certificate (SHA-256 + RSA 4096), RFC 3161 timestamp, and Bitcoin anchor via OpenTimestamps. Your company acts as an independent entity, not an extension of you.*
* Devil Club reserves the right to refuse the signing of any document that, in its judgment, could create undue liabilities or expose the managing entity to legal, financial, or reputational risk.
View in detail →✦
AI Included
Lucy — AI for your business
The Manager ecosystem AI. Lucy monitors your LLC in real time, computes a health score (0–100), generates reports in a human voice, and proposes concrete actions. Not a chatbot: an intelligence layer that cross-references bookkeeping, Ledger, compliance, and business profile to see what you don't.
📦
Corporate Evidence Dossier
Complete dump of all your LLC's corporate evidence. Auto-generated from the 7 ecosystem services, organized by year, sealed with SHA-256, and ready for your tax attorney or advisor to present to any authority.
The final deliverable of the ecosystem. When the tax authority calls, it's already prepared.
View in detail →
📍
Tax Presence Tracker
Every dashboard access is recorded with your geolocated IP. The system infers minimum days per country and alerts you when you approach the 183-day threshold. Passive evidence that builds itself — no action needed.
Available on Club. PDF reports + Dossier + Lucy on Manager.
View in detail →
⚡ Public API
Full programmatic access
Complete REST API to automate bookkeeping, query the Governance Ledger, download documents, and manage your LLC from your own code. Bearer Token, 12 granular permissions, rate limit, and audit log included.
GET /v1/bookkeeping • GET /v1/ledger • GET /v1/documents • POST /v1/reports
View full documentation →
$ curl -X GET https://api.devil.club/v1/bookkeeping \
-H "Authorization: Bearer dc_live_..."
// Response
{ "data": [{ "category": "Software", "amount": -49.99 }] }
-H "Authorization: Bearer dc_live_..."
// Response
{ "data": [{ "category": "Software", "amount": -49.99 }] }
🌍 International
Operational substance, no matter where you live
Jurisdiction analysis: how Manager substance lands in territorial countries, special regimes, and worldwide-income systems. Paraguay, Panama, Portugal, Italy, Mexico, and more.
Tax savings calculator
Above a certain revenue, Manager can offset part of its cost (depending on your case)
If you live in a territorial country and part of your business is automated (SaaS, digital products, systems that sell themselves), that part may receive different territorial treatment if the local criteria apply. Without substance, the case weakens and personal tax burden tends to increase. The outcome depends on your tax residency and specific circumstances — always consult a local advisor.
$80,000
60%
40% Personal (local tax)
60% Territorial
Without Manager — More exposed operations
Total revenue
$80,000
No substance → more personal load
Estimated local tax
Local tax
$8,000
Basic LLC fee
$1,800
Total cost/year
$9,800
With Manager — Documented operations
Personal revenue (40%)
$32,000
Local tax on the personal part
$3,200
Territorial LLC revenue (60%)
$48,000
Territorial tax
$0
Manager fee
$3,600
Total cost/year
$6,200
Orientation simulation for territorial countries (Paraguay, Panama, Costa Rica, Georgia, UAE...). The automated % must reflect your real operations — it isn't selectable, it's defensible. Local tax simplified for clarity. Detailed calculator for Paraguay →
How a tax authority thinks.
We aim to destroy the signs of a sham before they show up.
Doesn't change your tax. Changes your credibility.
Making your LLC behave like a real company reduces the attack surface in a possible audit — the outcome always depends on your jurisdiction and your specific case.
FAQ
Everything you need to know before deciding
Yes. You can upgrade any time from /miembros/. You pay the prorated difference between Basic and Manager for the remaining months of the active period — you don't lose what you already paid.
You keep access to Lucy, reports, and the dashboard until the end of the period you already paid for. No penalty. The documents generated (OA, signed contracts, Ledger entries, dossiers) are yours forever. On expiration, the account moves to read-only mode.
She analyzes real data once onboarding is complete (Mercury/Wise connection + contracts uploaded + tax data). No data, no analysis: the dashboard shows an explicit empty state until there's enough material. See the Lucy demo.
Per LLC. If you have two LLCs and both need Manager governance, that's two subscriptions. For portfolios of 3+ entities we have special terms — write to us before signing up.
Yes. Manager works with any New Mexico LLC, regardless of who formed it. Requires being current with your Registered Agent and the state — if you aren't, we bring you back into compliance as the first step.
You keep every document generated during your subscription: OA, signed contracts, Ledger entries, and dossiers. Access to the dashboard and to Lucy is disabled when the period ends. No cancellation penalty.
No. Manager is an operational management platform that organizes evidence and automates administrative tasks. For advanced tax strategy, litigation, or complex structures, you still need a professional. What Manager removes is the day-to-day operational chaos.
Each Manager subscription covers one LLC. If you have multiple entities, each needs its own subscription. Contact us if you have more than three: we have special terms for company portfolios.
No. Devil Club LLC appears as the designated Manager in the Operating Agreement and in the operational contracts we sign on your behalf. Your name only appears in the internal New Mexico record (which doesn't publish LLC members) and, if applicable, on internal non-public federal forms. To customers, vendors, and banks, the visible face is the Manager, not you.
Your LLC is already registered.
Now make it operable.
Lucy AI, unified monthly reports, reconciled bookkeeping, governance signed and anchored to Bitcoin, quarterly check-ins, contract signing with cryptographic seal, public API, and 16 operational tools. All integrated for $3,600/year.
Questions before you decide? Book a 15-min call →