Vol. 1 · No. 04 · 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 Delaware statutory trust, a decade into its 1031 dominance
12 Del. C. Ch. 38 quietly became the default wrapper for securitized paper and replacement-property syndications, and a March FinCEN rule just exempted most domestic DSTs from beneficial-ownership reporting
he Delaware statutory trust is the entity most finance lawyers forget they are using. Roughly $9 billion of Section 1031 replacement property moved through DST syndications in…
Editor's selection
Guides
Illinois in 2025: the franchise tax is gone and the annual report is still $75
What forming and maintaining an Illinois entity actually costs now that PA 101-0009 has fully phased through
News
Tariffs are a customs problem, not an incorporation problem
The 2025 IEEPA tariffs changed the landing cost of a container; they did not change where an LLC should be formed
By section
All sections →
Guides
- Illinois in 2025: the franchise tax is gone and the annual report is still $75 Sep 30
- Virginia in July 2025: the annual registration fee, decoded Jul 22
- Alaska in mid-2025: the biennial report and the license nobody tells you about Jun 24
- New Mexico in 2025: the state that does not ask its LLCs for an annual report May 27
The full index
- №427 The cooperative, a decade in: what the worker, ag, and consumer models actually look like in 2025 Three very different statutes, one shared tax regime, and a regulatory climate that just moved in the co-op's favor
- №426 Timing test — September 2025 A short article whose only job is to prove the pipeline, with stopwatch.
- №425 A certified envelope showed up. Now what? Service of process, start to answer, in the order a calm person would do it
- №424 The Texas Business Court, eleven months in A new specialty bench, a five-million-dollar floor, and a docket still learning what it is
- №423 The nonprofit corporation, a decade into the 501(c)(3) machine State Articles, federal Form 1023, and the quiet operational tax of running a charity in 2025
- №422 Virginia in July 2025: the annual registration fee, decoded Fifty dollars for an LLC, a hundred minimum for a corporation, and a pass-through election that finally made Richmond interesting
- №421 Moelis, SB 313, SB 21: Delaware's private-ordering turn One Chancery opinion, two statutes, and a live re-examination of what a stockholder agreement can legally do
- №420 The sole proprietorship, a decade in Ten years of Schedule C filers watching the shield get cheaper and the tax bill get harder to ignore
- №419 Alaska in mid-2025: the biennial report and the license nobody tells you about $100 every two years to the state, $50 every two years for the license, and a 9.4% corporate rate that changes the calculus
- №418 The Section 174 fix, finally (maybe): what OBBBA would do Four tax years of capitalized R&D, a failed Senate cloture vote in 2024, and a June 2025 reconciliation bill that could make it go away
- №417 LLPs and LLLPs, a decade in: what the professional-firm wrapper actually does in 2025 The RUPA malpractice shield, the state registration paperwork, and why CTA reporting looks narrower than it did in December
- №416 New Mexico in 2025: the state that does not ask its LLCs for an annual report A $50 formation, no recurring LLC filing, a biennial corporate report, and a gross receipts tax that quietly eats services
- №415 States pick up the pen after the federal CTA stalls New York's LLC Transparency Act is live in January, and California, Massachusetts, Illinois, and Connecticut are running the same playbook
- №414 The limited partnership, a decade in Still the default for real-estate syndications and private funds, now with an SE-tax question the Tax Court has started answering
- №413 Montana in April 2025: the $20 annual report and the no-sales-tax wrinkle LLCs and corporations both pay $20 a year, corporate income runs a flat 6.75%, and there is no sales tax to collect on anything
- №412 The SEC and FTC spent 2024 writing rules. In April 2025, two of them are gone A survival audit of the FTC noncompete ban and the SEC climate-disclosure rule, and what employers and issuers should actually plan around
- №411 The general partnership, a decade into the paperwork era The entity you form by accident is the one entity the government cannot see
- №410 South Dakota in April 2025: the quiet state that keeps showing up A $50 annual report, no state income tax, and a trust regime that rewrote the map
- №409 Converting an LLC to a C-corp before the priced round Three mechanical paths, the tax rule that actually matters, and the QSBS clock you are really buying
- №408 The DOL contractor rule is on borrowed time A year into the six-factor test, the second Trump administration has already started the work of unwinding it
- №407 The professional corporation, a decade in Where the PC still makes sense in 2025, where the PLLC took over, and where the IRS still has a say