Vol. 1 · No. 14 · 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 L3C at twelve: a post-mortem
A decade and two years after Vermont wrote the first statute, the low-profit LLC is a dead letter in everything but name
he lowprofit limited liability company is twelve years old this spring, and the honest accounting is that the form has failed. Vermont's April 2008 statute is still on the books,…
Editor's selection
Guides
Rhode Island in early March 2020: $150 in, $50 a year, and a minimum tax that catches the C-corp electors
Articles of Organization filed through the Business Services portal, an annual report due November 1, and a $400 floor that only some LLCs ever meet
Reference
Foreign qualification in 2020: California, New York, Texas, and the Wayfair aftermath
Two years after South Dakota v. Wayfair, the three biggest qualification states still charge the same headline fees and still bury the cost below the line
By section
All sections →
Guides
- Rhode Island in early March 2020: $150 in, $50 a year, and a minimum tax that catches the C-corp electors Mar 3
- New Hampshire in February 2020: the state with no income tax and two business taxes Feb 4
- Maine in January 2020: an expensive certificate, a cheap upkeep Jan 7
- Hawaii in late November 2019: the $50 filing, the quarterly report, and a tax that does not behave like a sales tax Nov 26
Reference
- Foreign qualification in 2020: California, New York, Texas, and the Wayfair aftermath Feb 25
- The §83(b) election in 2020: still paper, still 30 days, still unforgiving Jan 28
- Check-the-box in late 2019: the form, the math, and what TCJA changed Dec 17
- Member-to-member buyout, 2019: what changed after TCJA Nov 19
The full index
- №187 Secretary of State modernization, eight months on Louisiana cleared the backlog, New York announced a pilot it has not launched, Alabama added counties one probate judge at a time, and Delaware quietly extended its Friday
- №186 The close corporation, a decade in: still narrow, still useful Ten years of LLC dominance, one 2019 round of Delaware housekeeping, and an estate-planning niche that will not die
- №185 New Hampshire in February 2020: the state with no income tax and two business taxes A $100 Certificate of Formation, a $100 annual report due April 1, and a BPT-BET combination that quietly collects what the wage tax does not
- №184 The §83(b) election in 2020: still paper, still 30 days, still unforgiving Two years into TCJA, the mechanics have not changed and the horror stories have not stopped
- №183 AB-5, three weeks in California's new classification statute took effect January 1, a federal court froze it for truckers by January 16, and the operating guidance is still being written in real time
- №182 The benefit corporation at ten Maryland's April 2010 statute is a decade old, 36 states and DC now have the form, and the only listed Delaware PBC still trades below its IPO
- №181 Maine in January 2020: an expensive certificate, a cheap upkeep A $175 filing fee, an $85 annual report, and a state where LLC formation is pricier than the headline rate suggests
- №180 Check-the-box in late 2019: the form, the math, and what TCJA changed Form 8832 still travels by mail, the 60-month door still closes, and §199A has quietly rewritten who wants which box
- №179 The $800 floor, and why a December LLC in California still owes it R&TC § 17941 charges every LLC the same minimum on day one, and the only legal escape is a statute most December filers do not know exists
- №178 PLLC for licensed trades, a field report from the end of 2019 Twenty months after the TCJA revisit, the SSTB rules have hardened into final regulations and some professional firms have done the C-corp math
- №177 Hawaii in late November 2019: the $50 filing, the quarterly report, and a tax that does not behave like a sales tax An Articles of Organization filed with the DCCA, an annual report keyed to your formation quarter, and a General Excise Tax that reaches wholesale transactions most other states exempt
- №176 Member-to-member buyout, 2019: what changed after TCJA The technical-termination trap is gone, the basis-adjustment math is unchanged, and §199A is now in the sale price
- №175 The franchise tax is quietly disappearing In 2019 several states are cutting, phasing out, or repealing the entity-level tax that funded them for a century
- №174 The series LLC, three decades in: Delaware invents a new kind of series Senate Bill 89 split the series into two forms, and the registered series is the one institutions will ask for
- №173 Idaho in late October 2019: $100 in, $0 a year, and a tax code that just got redrawn A Certificate of Organization filed through SOSBiz, an annual report with no fee but real teeth, and a rate schedule reshaped by HB 463
- №172 How to budget for the first year of an LLC, 2019 The filing fee is a rounding error; the rest of the line items have moved since 2017, and one of them came from the tax code itself
- №171 Form 1099-NEC is coming back, and it fixes a PATH Act mess The IRS is resurrecting a form it retired in 1983, because the 2015 split-deadline regime has aged badly
- №170 The S-corp election in late 2019: a field report Twenty months after the first §199A memo, the final regs are out, the wage base has moved, and the examination letter reads differently
- №169 Nebraska in October 2019: the $105 filing and the newspaper bill nobody warns you about A Certificate of Organization that costs less than most states, a biennial report that costs almost nothing, and a publication rule that can double the total
- №168 Reading a Delaware franchise tax notice, 2019 edition HB 385 raised the cap, retooled the per-million rate, and pushed almost everything through the online portal
- №167 Florida's corporate income tax rate, walking down A 5.5% rate cut to 4.458%, a refund mechanic almost nobody else uses, and a sunset that depends on collections