Vol. 1 · No. 12 · 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
The public benefit corporation, a 2021 field report
Delaware's HB 341 cut the conversion threshold to a majority vote, and three Delaware PBCs priced IPOs inside eight months
wenty months after we last walked through Subchapter XV, the Delaware public benefit corporation is a different animal. Governor Carney signed House Bill 341 on July 16, 2020,…
Editor's selection
Guides
Montana's fee schedule in early 2021: the $35 online formation holds
Articles of Organization $35 online, the April 15 annual report $20, and a sales-tax absence still doing most of the marketing for the state
Reference
Adding a spouse to your LLC in 2021, after the CTA
Rev. Proc. 2002-69 still governs the federal return; FinCEN now governs the second filing nobody has seen yet
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The full index
- №235 The American Rescue Plan at markup: the corporate-tax provisions An expanded employee-retention credit, a longer §461(l) loss lid, a wider §162(m) net, and a $15 billion grant for venues, all still inside committee
- №234 The single-purpose entity, a 2021 field report The Corporate Transparency Act pushed a reporting layer under every SPE, the §1031 real-property rule finally came out of proposed, and the OZ clocks moved one more time
- №233 South Dakota's fee schedule in early 2021: the $150 formation holds Articles of Organization still $150, the anniversary-month report still $50, and the trust economy still the reason anyone notices
- №232 How to time a Delaware flip in 2021 Thirty months after our first pass, the §1202 clock still restarts at conversion, the CTA now layers a federal filing on top, and a new administration has threatened the exclusion by name
- №231 The Corporate Transparency Act is law, and formation practice is about to change A beneficial-ownership filing regime arrived on New Year's Day over a presidential veto, with FinCEN now on the clock to write the rule
- №230 Holding companies in January 2021: a field report with the CTA four days old The Corporate Transparency Act just passed over a veto override, and the structure most founders use is the structure Congress is now looking at
- №229 New York in late 2020: the fees did not move, the backlog did A $200 filing fee, a $9 biennial bill, and a DOS processing queue that turned a five-day formation into a six-week wait
- №228 QSBS in December 2020: the statute hasn't moved, the use case has Thirty months after our first pass, IRC § 1202 is word-for-word the same, but the pandemic pushed a new wave of biotech and health-tech founders toward C-corp formation, and a new administration is talking about capping the exclusion
- №227 Business interruption insurance in 2020: what actually paid Nine months of COVID claims, one real policyholder win, and a map of the fights still in front of the courts
- №226 DBA, a December 2020 field report: pandemic volume meets digital plumbing A Texas centralization that finally settled in, a Los Angeles portal that stopped requiring a trip downtown, and the surge of new filers who think a name in a public register is a property right
- №225 Florida in late 2020: the fee schedule held, the volume did not A $125 formation, a $138.75 annual report, and a filing surge that turned Sunbiz into one of the busier agencies of the pandemic
- №224 Separate-entity formality in a pandemic year: the record a court will actually see Zoom minutes, DocuSigned consents, and a distribution schedule rewritten mid-crisis, all of it auditable
- №223 PPP forgiveness and the state-tax problem nobody planned for Federal law excludes forgiven PPP from income, but state treatment depends on the conformity date printed in your state's tax code
- №222 The statutory trust, a 2020 field report Twenty months after we last took the DST temperature, COVID has culled the weak sponsors, the OZ rules finally came into focus, and the mutual-fund chassis kept turning
- №221 California's fee schedule for LLCs, October 2020: what moved and what did not A $70 filing fee, an $800 franchise tax still in force, and a new first-year waiver that begins in January
- №220 Layering a holding company in October 2020: the stack after the 199A dust settled The DRD tiers are unchanged, the final 199A regs finally landed, and opportunity-zone holdcos changed the shape of the chart
- №219 Remote work, nexus, and the payroll apportionment mess COVID scattered the workforce across state lines and left a tax regime that was never written for it
- №218 The cooperative in October 2020: a field report after a pandemic year Worker co-op formations ticking up in DC, New York, and California, §199A(g) settled into routine, and food co-ops proving unusually boring in a year that was not
- №217 Texas in September 2020: what the fee schedule still says A $300 Certificate of Formation, a franchise-tax threshold that keeps the small LLC off the tax roll, and a deadline that moved once this year
- №216 A service of process letter in September 2020: the clock that used to be 21 days The federal answer deadline is unchanged, but the state orders running underneath it have moved in every direction at once
- №215 The SOS backlog of 2020: data from four states A pandemic-driven surge in new business applications, four filing offices with four different answers