Vol. 1 · No. 09 · 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 public benefit corporation, nine years in
Who actually uses the PBC form, what the 2020 amendments changed, and how it sits next to B Corp certification
elaware's public benefit corporation statute took effect August 1, 2013. Nine years later the form has done something most new corporate vehicles do not: it has accumulated a…
Editor's selection
Guides
Maryland in late 2022: the $300 annual return is the story
A $100 filing fee is the easy part; the Personal Property Return and an 8.25% corporate rate are where Maryland gets expensive
Reference
Converting an LLC to a Delaware C-corp before the priced round
Three paths, one clock, and the QSBS window that resets the day you close
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Guides
- Maryland in late 2022: the $300 annual return is the story Oct 18
- New Jersey in September 2022: the fees are fine, the tax is the problem Sep 20
- Missouri in August 2022: a $50 LLC, no annual report, and a sales-tax regime frozen in 2017 Aug 16
- Minnesota in mid-2022: the cheapest annual renewal in the country, paired with one of the steepest corporate rates Jul 12
The full index
- №307 Texas v. Delaware: the business court question Texas has built a chancery-style court of its own, and the test is whether founders actually move
- №306 The single-purpose entity, reviewed: thin by design A Delaware LLC with one asset, one loan, one independent director, and a separateness covenant that reads like a sermon
- №305 New Jersey in September 2022: the fees are fine, the tax is the problem A $125 formation fee and a $75 annual report look competitive until you read the CBT rate sheet
- №304 Oklahoma's run at zero: the 2022 attempt to kill the corporate income tax HB 1328 cleared the House, stalled in Senate Appropriations, and died with the session, but the premise is still on the table
- №303 The holding company, reviewed: parent, subs, and the traps people miss A C-corp parent buys QSBS optionality, an LLC parent buys simplicity, and both get state tax mail from California
- №302 Missouri in August 2022: a $50 LLC, no annual report, and a sales-tax regime frozen in 2017 What it costs to form in Missouri right now, what the state skips that its neighbors don't, and the Wayfair clock ticking toward August 2023
- №301 The CHIPS Act on the President's desk: what it means for how you stand up a fab A $52.7 billion appropriation, a new 25% manufacturing credit, and a ten-year ban on the companies that take the money from building leading-edge capacity in China
- №300 A DBA is not a company: what the filing actually buys you Fictitious names open bank accounts and satisfy licensors, but they do not shield anything
- №299 Minnesota in mid-2022: the cheapest annual renewal in the country, paired with one of the steepest corporate rates What it costs to form an LLC in Minnesota, what it costs to keep one, and the tax number that reshapes the calculus for anyone choosing an entity type
- №298 California's SB 260 and the coming climate-disclosure squeeze A $1 billion revenue threshold, Scope 3 reporting, and an SEC proposal running in parallel
- №297 The Delaware statutory trust, reviewed: workhorse of structured finance A 12 Del. C. Chapter 38 entity that quietly holds most of the ABS market and almost all of the replacement-property 1031 business
- №296 Indiana in mid-2022: the cheapest recurring LLC in the Midwest A $95 filing, a biennial $31 report, and a 4.9% corporate rate that keeps drifting down
- №295 The Twitter merger agreement as a Delaware deal-terms master class What founders can learn from the April 25 agreement before they ever raise
- №294 The cooperative, reviewed in May 2022 Worker, agricultural, and consumer forms that live outside the LLC-or-corporation default, and the federal tax rule that makes the whole thing coherent
- №293 Tennessee in May 2022: the per-member filing fee, read carefully A $300 floor, a $3,000 ceiling, and a franchise-and-excise pairing that most founders do not price in
- №292 FinCEN's BOI rule isn't final yet. The comment file already tells you what will move The NPRM closed February 7 with roughly 240 comments. For a professional filer, the live questions are timing, company applicant, and the 25% interest
- №291 The nonprofit stack: state first, then the IRS Why the 501(c)(3) letter is a separate filing from the corporation, and what happens when founders skip the second one
- №290 Utah in April 2022: the quietest fee table in the country, updated A $70 Certificate of Organization, a $20 renewal, a corporate rate cut, and a new PTE election all landing in the same quarter
- №289 The anti-ESG map, four months on Texas has a questionnaire out, West Virginia has dropped a BlackRock fund and passed a second statute, and Florida has quietly taken proxy voting back
- №288 The sole prop, reviewed: the default everyone stays in too long What Schedule C costs you once the numbers get serious, and the switch points where an LLC or S-corp election starts paying its own bill
- №287 Arizona in March 2022: a $50 filing, no annual report, and a newspaper bill What the Corporation Commission actually charges for an LLC, and what the county map does to the total