Vol. 1 · No. 10 · May 2026
The Journal.
The honest way to read about U.S. company formation. Every piece is editorially locked before we run any affiliate link, and we date our freshness checks like a legal filing.
Lead story
How to read a Delaware franchise tax notice without panicking
The six-figure bill on the first page is almost always wrong, and the statute tells you how to fix it
he Delaware franchise tax notice that lands on a newly minted Ccorp in February usually quotes a number in the mid five figures, occasionally six. It is almost always wrong in…
Editor's selection
News
West Virginia v. EPA was argued last week. The major questions doctrine is the point.
What the line from Brown & Williamson to UARG to the eviction moratorium to NFIB v. OSHA tells you about any federal rule your business relies on
Analysis
LLP and LLLP in March 2022: the liability-in-the-middle forms
Why law firms still file a statement of qualification, and why an LP bothers to become an LLLP in Delaware
By section
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Guides
- Michigan in February 2022: the cheapest fee table in the Great Lakes, and a new entity-level tax sitting on top of it Feb 22
- Ohio in late January 2022: the fee schedule holds, the statute under it does not Jan 25
- North Carolina in December 2021: the fee schedule, reviewed Dec 21
- Pennsylvania in late 2021: the fee schedule, the decennial year, and a corporate rate finally on the table Nov 23
The full index
- №283 Michigan in February 2022: the cheapest fee table in the Great Lakes, and a new entity-level tax sitting on top of it Fifty dollars to form, twenty-five a year to keep, and a flow-through entity tax the Treasury just turned on
- №282 The buyback excise tax is dead. Read it anyway. A 1% tax sitting inside a bill Manchin killed, plus an SEC proposal that is very much alive
- №281 The limited partnership at the start of 2022, reviewed Still the right vehicle for real-estate syndications and private fund sponsors, now with a FinCEN filing waiting at the end of the year
- №280 Ohio in late January 2022: the fee schedule holds, the statute under it does not Seventeen days before Chapter 1706 replaces Chapter 1705, the $99 filing fee is the least interesting number on the page
- №279 The 15 percent corporate book minimum tax, after Manchin Build Back Better carried a 15 percent tax on the book income of billion-dollar C-corps, a West Virginia senator ended that bill three weeks ago, and the tax is now orphaned but not dead
- №278 The general partnership at the start of 2022 No filing fee, no state register, no beneficial-ownership report, and a Social Security wage base that crossed $147,000 on Saturday
- №277 North Carolina in December 2021: the fee schedule, reviewed $125 to form, $200 a year to keep, and a tax code still walking itself down toward zero
- №276 Dissolving cleanly at the end of 2021: the FinCEN overlay The old checklist still works, the Wayfair tail still bites, and now a federal beneficial-ownership report is on the far side of cancellation
- №275 State-level ESG pushback has a statute now Texas SB 13 and SB 19 have been live for three months, West Virginia has put fifteen state treasuries behind a letter, and Oklahoma is drafting its own version
- №274 Professional corporation, a 2021 year-end review Twenty months after PPP, the PC balance sheet has a new line item called beneficial ownership and an old one called SSTB that still will not move
- №273 Pennsylvania in late 2021: the fee schedule, the decennial year, and a corporate rate finally on the table $125 to form, $70 every ten years, 9.99% on C-corp income, and a Harrisburg bill that may finally move the last number
- №272 Choosing a state when you don't live there, late 2021 Thirty months after Wyoming's repackaging, what a non-resident formation actually buys
- №271 Delaware's 2021 unclaimed property revamp, read in plain English Senate Bill 104 trims the audit lookback, puts a hard 1% on expedited exams, and closes the tolling loophole that made VDA enrollment a delay tactic
- №270 The L3C at thirteen: is it dead yet Twenty months after our post-mortem, the map is still frozen, the benefit corporation is printing IPO covers, and a new federal filing is about to land on every L3C that survives
- №269 Georgia in October 2021: the fee schedule, reviewed A $100 online filing, a $50 annual registration due April 1, and a corporate rate that dropped to 5.75% in 2019
- №268 In-house vs commercial registered agent: the 2021 math Northwest at $125, CSC at the top, LegalZoom at $299, and a new federal reporting regime that does not actually touch any of them
- №267 The $600 era of Form 1099-K is about to begin ARPA quietly rewrote IRC § 6050W, and every marketplace platform in the country is now staring at a January 1 problem
- №266 The close corporation in late 2021: a form outrun by two others Twenty months after the Corporate Transparency Act became law, the statutory close corp is competing for a niche that barely exists
- №265 Colorado fee schedule, 2021 review: a $50 filing, a $10 report, and a rate cut The Secretary of State's numbers held through the pandemic, the flat income tax dropped to 4.55%, and Denver's tech payroll quietly rewrote the formation mix
- №264 Foreign qualification or re-incorporation, the 2021 version The Corporate Transparency Act layers a federal filing on top of every state path, and the conversion statute keeps doing most of the work
- №263 Wyoming's DAO LLC: a new chapter, and what it actually does SB 38 gave decentralized autonomous organizations a Wyoming entity wrapper, effective July 1