Vol. 1 · No. 08 · 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 close corporation, reappraised
A 1967 statute that lost its market to the LLC from below and the PBC from above
he Delaware close corporation is a fiftysixyearold statute in search of a use case. Enacted in 1967 as subchapter XIV of the Delaware General Corporation Law, codified at 8 Del.…
Editor's selection
Guides
Kentucky in May 2023: the $40 LLC with the $175 catch
Why the cheapest formation in the country is not actually the cheapest once the LLET shows up
Reference
Keeping the veil intact: the hygiene that actually matters
What separates a respected LLC from a personal checkbook in a lawsuit is boring, repetitive, and documentable
By section
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News
- NSBA v. Yellen: the constitutional challenge to the CTA, pending Apr 25
- Moore v. United States: the realization question reaches the Court's doorstep Mar 28
- The BOI clock starts January 1, 2024: what founders should do with the runway Feb 28
- The 2023 bank-selection map for a freshly formed entity Jan 31
The full index
- №331 NSBA v. Yellen: the constitutional challenge to the CTA, pending A federal suit in Alabama argues Congress had no power to pass the Corporate Transparency Act, and the January 1, 2024 effective date is not moving
- №330 Benefit corporation, reappraised: what the label actually buys in 2023 Three things get called the same thing, and only one of them is a corporate form
- №329 Alabama in April 2023: the $200 formation and the tax that replaced the annual report A one-time Certificate of Formation fee, no annual report, and a Business Privilege Tax that does the work of both
- №328 Layering a holding company without paying tax twice Four structures that let money move from sub to parent without the IRS taking a second bite
- №327 Moore v. United States: the realization question reaches the Court's doorstep A cert petition out of the Ninth Circuit is asking whether the Sixteenth Amendment still requires income to be realized
- №326 The PLLC, reappraised: what licensed trades actually get for the extra word A 2023 look at when a Professional LLC earns its keep, and when it is a state-mandated formality with tax consequences
- №325 South Carolina in 2023: the state with no LLC annual report A $110 filing fee, a 5 percent flat corporate tax, and one of the cheapest ongoing compliance loads in the country
- №324 When the process server shows up: a 30-day playbook What to do in the first hour, first week, and first month after your LLC gets served
- №323 The BOI clock starts January 1, 2024: what founders should do with the runway FinCEN's final rule lands in ten months and every LLC and corporation in the country is in scope unless it isn't
- №322 Series LLC, a decade in: what the form actually delivers Twenty-plus states now recognize it, the IRS still hasn't finalized its rule, and most founders should still skip it
- №321 Connecticut in early 2023: what an LLC actually costs here A $120 certificate, an $80 report due every March 31, and a tax stack that does more work than the headline rate suggests
- №320 The 2023 bank-selection map for a freshly formed entity First Republic, Signature, SVB, JPMorgan Chase, and the fintech middle where most new LLCs actually land
- №319 The S-corp election in 2023, six years after TCJA A reappraisal of the Form 2553 decision with §199A at full tilt, FinCEN's beneficial ownership rule looming, and the reasonable-compensation doctrine unchanged
- №318 Louisiana in 2023: a cheaper LLC than Delaware, on a civil-law foundation A $100 formation, a $35 annual report, and a franchise tax that just vanished
- №317 The startup-bank concentration problem Your formation's cash is almost certainly sitting in one of three banks, and the FDIC insures the first $250,000 of it
- №316 The C-corp at the end of 2022: vanilla, and no longer obvious Five years after TCJA flattened the rate to 21 percent, the C-corp case is mostly an exit case
- №315 Oregon in late 2022: the fees are modest, the CAT is not A $100 formation, a $100 annual report, and a 0.57% gross-receipts tax that quietly rewrote the math
- №314 The §174 cliff: R&D capitalization meets its first filing season Five years of amortization for domestic research, fifteen for foreign, and no legislative fix in sight
- №313 The single-member LLC, six years on What the 2016 case for the one-owner LLC looks like after FinCEN, §199A, and a decade of veil-piercing opinions
- №312 Wisconsin in late 2022: the fee schedule, the annual report, and a statute about to be replaced $130 to form, $25 a year to keep, and a brand-new Chapter 183 that starts running on January 1
- №311 Remote-seller rules, four and a half years after Wayfair Forty-five states and the District of Columbia collect on out-of-state sellers; Missouri is the last holdout, and even it has flipped