Category

News

Filing-fee changes, regulation updates, and newsworthy shifts in state incorporation.

• When the filer is a language model: AI disclosure at the SoS level

  States began legislating AI disclosure in 2024, and by fall 2025 the edges of what counts as a truthful filing are being redrawn in real time

  An AIdrafted Certificate of Formation is still a sworn document. Whoever signs it is attesting to the truth of every word, and by October 2025 at least three states have said so…

• 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

  The 2025 tariff regime rewrote the landed cost of almost every import, and within a week of the February 1 executive orders we started getting the same question from operators:…

• The Texas Business Court, eleven months in

  A new specialty bench, a five-million-dollar floor, and a docket still learning what it is

  The Texas Business Court opened its doors on September 1, 2024, and by the summer of 2025 it has taken in somewhere in the low hundreds of filings across its five active…

• 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

  In February 2024, Vice Chancellor Laster struck down a stockholder agreement that handed the founder of Moelis & Company a bench of veto rights over board decisions. By August,…

• 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

  For four tax years, a software startup that spent a dollar on an engineer's salary could deduct roughly twenty cents of it in the year the dollar left the bank account. The…

• 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

  With the federal Corporate Transparency Act hanging in litigation and enforcement effectively paused, five state legislatures have picked up the pen. New York's LLC Transparency…

• 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

  Two of the most aggressive federal rulemakings of the last administration did not survive the first quarter of 2025. The FTC noncompete rule is vacated and the SEC…

• 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

  The Department of Labor's independent contractor final rule, 89 Fed. Reg. 1638, took effect on March 11, 2024, and is already being pulled apart. On February 2025 the new DOL…

• The CTA in February 2025: paused, reinstated, paused, reinstated, paused

  Three months of whiplash on beneficial-ownership reporting, and what a new Treasury review might finally resolve

  The Corporate Transparency Act has spent the last eleven weeks ricocheting between a federal district court in Texas, two panels of the Fifth Circuit, and the Supreme Court. As of…

• Trump 2.0 and the Day-1 freeze: what actually changed for formations

  A 60-day pause on new and pending rules, three live cases already in motion, and a question of enforcement discretion on the CTA

  President Trump was sworn in yesterday and signed a regulatory freeze the same afternoon. Executive Order 14148, the "Regulatory Freeze Pending Review," tells every executive…

• Section 174 is still a cash-flow tax, and Congress could not fix it in 2024

  The TCJA amortization rule has survived two attempts at repeal, and software startups are paying tax on money they have not earned

  Four years after the Tax Cuts and Jobs Act rewrote Internal Revenue Code section 174, a bipartisan bill that would have unwound the damage cleared the House 357 to 70 and then…

• The FTC noncompete rule, frozen in place before it started

  A Texas district court set aside 16 CFR Part 910 three weeks before the September 4 effective date, and the Fifth Circuit now decides whether it ever takes effect

  The FTC noncompete rule is not in force anywhere in the United States today. On August 20, 2024, Judge Ada Brown of the Northern District of Texas set the rule aside nationwide…

• New York's own transparency act, and the California bill that died

  Albany built a state twin of the federal beneficial ownership regime; Sacramento chose not to

  New York now has its own Corporate Transparency Act, which takes effect January 1, 2026, and which will require every LLC formed or authorized in the state to file beneficialowner…

• The CTA's nine-month marathon: bills, injunctions, and a deadline nobody loves

  Three congressional vehicles, two federal courts, and a FinCEN outreach push keep the Corporate Transparency Act in motion through September

  The Corporate Transparency Act has spent 2024 in a fight on three fronts: Congress, the Eleventh Circuit, and a district court in East Texas. The statute is still in force for…

• Moore v. United States: what the Court decided, and what it pointedly did not

  A 7-2 majority saved the §965 transition tax while leaving the realization fight for another day

  On June 20, 2024, the Supreme Court handed down Moore v. United States and upheld the TCJA's §965 Mandatory Repatriation Tax by 72. The holding is narrower than the argument, and…

• The SEC climate rule landed smaller than it left: what 33-11275 actually requires

  Scope 3 is gone, Scope 1 and 2 are narrowed to the biggest filers, and the whole thing is stayed pending the 8th Circuit

  The SEC's climate disclosure rule came out on March 6, 2024 as Release 3311275, took effect in the Federal Register on March 28, and was administratively stayed by the Commission…

• Palkon v. Maffei: Delaware puts a price on the Nevada exit

  VC Laster applies entire fairness to a TripAdvisor reincorporation, and founders reading the tea leaves in Texas and Austin should pay attention

  On February 20, 2024, Vice Chancellor J. Travis Laster issued an opinion in Palkon v. Maffei that did something Delaware watchers had been waiting years to see: it treated a…

• The CFPB's open-banking proposal and the small-business data question

  Section 1033 of Dodd-Frank finally has a proposed rule, and small-business accounts are inside the perimeter

  The CFPB published its proposed Personal Financial Data Rights rule under Section 1033 of the DoddFrank Act on October 19, 2023, and the comment window closed December 29. The…

• Texas stands up a business court, with a $5 million floor

  Chapter 25A is live on paper, opens for filings September 1, and the jurisdictional thresholds decide who gets in

  Texas has a business court now. House Bill 19, signed last June, created Chapter 25A of the Government Code and stands up a specialized trial forum for commercial disputes that…

• The beneficial owner taxonomy, as FinCEN actually wrote it

  Who counts under 31 CFR 1010.380(d), who does not, and the three places founders routinely miss a name

  Under the Corporate Transparency Act's reporting rule, a beneficial owner is any individual who either owns or controls at least 25% of a reporting company, or who exercises…

• NSBA v. Yellen: the CTA faces a constitutional stress test in Huntsville

  Summary judgment is pending before Judge Burke on enumerated-powers and Bill of Rights grounds, and the injunction scope is the whole ballgame

  A suit challenging the Corporate Transparency Act is under submission for summary judgment at the Northern District of Alabama, and the ruling will be the first federal decision…

• BOI reporting, day 23: volume, traffic, and what the portal is doing

  FinCEN opened the beneficial-ownership portal on January 1 and the first three weeks are a lesson in what 32.6 million entities actually look like

  FinCEN's Beneficial Ownership Secure System opened January 1, and as of this week the agency has logged more than 100,000 BOI filings in the first three weeks. That is a thin…

• Micro-captives in 2023: the IRS keeps winning, and the rules are about to harden

  Why the § 831(b) election is not dead, why the promoters are, and what a clean captive looks like going into 2024

  The IRS has spent eight years turning the § 831(b) microcaptive insurance market into a case study in what happens when a tax shelter attracts a listed transaction designation. In…

• AI-drafted filings at Secretary of State offices: the first enforcement signals

  Delaware, California, Texas, and New York are pattern-matching on machine-generated submissions, and the signer still owns the attestation

  Four state filing offices have now said, in one register or another, that AIgenerated entity filings are a problem they are actively watching. The language is careful, the…

• Michigan's 2023 tax tweaks: the rate-drop that didn't touch the C-corp

  The individual rate fell to 4.05%, the corporate rate stayed at 6.00%, and the FTE election now carries a built-in mismatch

  Michigan's corporate income tax did not move in 2023. The headlinegrabbing number that did move, from 4.25% to 4.05%, was the individual rate, and it moved because of a formula…

• New York's power of attorney reform, two years in

  The 2021 rewrite of GOL § 5-1501 is now load-bearing for small business transactions, and most founders still use the old form

  New York's statutory shortform power of attorney has been easier to execute for 27 months now, and the smallbusiness bar is still rewriting its templates. The reform that matters…

• The SEC climate disclosure rule, as proposed

  What Release 33-11042 would actually require, and who needs to read it now

  The SEC climate disclosure rule has been sitting in proposed form for seventeen months. More than 14,000 comment letters are on the docket, the Commission has reopened the comment…

• Delaware's 2023 LLC Act amendments: you can now fix your old paperwork

  Senate Bill 114 adds retroactive ratification, statutory appraisal, and tidier registered-agent procedure to the LLC Act

  On June 29, 2023, Governor John Carney signed Senate Bill 114, the year's package of amendments to the Delaware Limited Liability Company Act. The headline change is a new…

• California's pay transparency law and small-cap hiring

  SB 1162 hit on January 1, and the threshold is fifteen employees anywhere, not fifteen in California

  California's pay transparency law took effect on January 1, 2023, and the threshold most founders get wrong is the headcount. SB 1162 applies to any employer with fifteen or more…

• Texas wants a Chancery of its own

  HB 19 is on the governor's desk, five divisions are planned, and the $5 million threshold does most of the work

  The Texas Business Court bill, HB 19, cleared the Senate on May 19 and is now awaiting Governor Abbott's signature. If he signs, Texas gets a specialized trial court for…

• 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

  The National Small Business Association and an Alabama business owner named Isaac Winkles filed suit in November 2022 to strike down the Corporate Transparency Act. The case is…

• 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

  A Washington state couple who paid roughly $15,000 in onetime tax on their share of an Indian farmtools company's retained earnings is now asking the Supreme Court to decide…

• 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

  The BOI final rule takes effect on January 1, 2024, ten months from today, and it reaches almost every LLC and corporation in the country. Existing entities get a full year after…

• 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

  A business bank account is the first thing a new entity does after it has an EIN and a signed operating agreement, and the 2023 menu is more fragmented than it has ever been. Four…

• 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

  A venturebacked Delaware Ccorp formed in the last five years is overwhelmingly likely to bank at Silicon Valley Bank, First Republic, or Signature. The FDIC insures the first…

• 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

  Thirtytwo days from yearend, software companies, engineering firms, and biotech startups are looking at a tax bill most of them have not yet modeled. The Section 174 R&D…

• 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

  On June 21, 2018, the Supreme Court decided South Dakota v. Wayfair, Inc., 585 U.S. (2018), and erased the physicalpresence rule that had governed state salestax jurisdiction…

• 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

  Texas is now the only state besides Delaware with a dedicated, specialized court for commercial disputes. Governor Greg Abbott signed HB 19 on September 9, 2021, and the Texas…

• 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

  Oklahoma came within one committee vote of zeroing out its corporate income tax this year. House Bill 1328, which would have struck the 4% rate in 68 O.S. § 2355 effective tax…

• 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

  The CHIPS and Science Act cleared the Senate 64 to 33 on July 27 and the House 243 to 187 the next day. It is on the President's desk this week. For anyone planning to stand up a…

• 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

  The California Climate Corporate Data Accountability Act, carried as SB 260 by Senator Scott Wiener, would require every public and private company doing business in California…

• The Twitter merger agreement as a Delaware deal-terms master class

  What founders can learn from the April 25 agreement before they ever raise

  On April 25, 2022, Twitter, Inc. signed an agreement to be acquired by an Elon Musk acquisition vehicle for $54.20 per share in cash, $44 billion of equity value, governed by…

• 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

  If you incorporate for a living, the FinCEN BOI NPRM at 86 Fed. Reg. 69920 (Dec. 8, 2021) is the rule you have been asked about every week since January. It is not final. The…

• 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

  The antiESG statutes we covered four months ago have stopped being theoretical. Texas has sent its first round of verification letters, West Virginia has pulled a BlackRock…

• West Virginia v. EPA was argued last week. The major questions doctrine is the point.

  What the line from Brown & Williamson to UARG to the eviction moratorium to NFIB v. OSHA tells you about any federal rule your business relies on

  West Virginia v. EPA was argued eight days ago. The opinion will not be out until the Court's June term closes. But the argument, which ran for roughly two hours instead of the…

• The buyback excise tax is dead. Read it anyway.

  A 1% tax sitting inside a bill Manchin killed, plus an SEC proposal that is very much alive

  The stock buyback excise tax does not exist. A 1% version of it sat in Section 138101 of the Build Back Better Act, which the House passed on November 19, 2021, and which Senator…

• The 15 percent corporate book minimum tax, after Manchin

  Build Back Better carried a 15 percent tax on the book income of billion-dollar C-corps, a West Virginia senator ended that bill three weeks ago, and the tax is now orphaned but not dead

  Three weeks ago, on December 19, Senator Joe Manchin told Bret Baier on Fox News Sunday that he could not vote for the Build Back Better Act. The bill the House had passed 220 to…

• State-level ESG pushback has a statute now

  Texas SB 13 and SB 19 have been live for three months, West Virginia has put fifteen state treasuries behind a letter, and Oklahoma is drafting its own version

  The antiESG movement stopped being a press release in 2021. Texas signed two bills in June, both took effect September 1, and the Comptroller is now on a statutory clock to…

• Delaware's 2021 unclaimed property revamp, read in plain English

  Senate Bill 104 trims the audit lookback, puts a hard 1% on expedited exams, and closes the tolling loophole that made VDA enrollment a delay tactic

  On June 30, 2021 Governor John Carney signed Delaware Senate Bill 104, the first substantive rewrite of the state's unclaimed property statute since the 2017 overhaul. The…

• The $600 era of Form 1099-K is about to begin

  ARPA quietly rewrote IRC § 6050W, and every marketplace platform in the country is now staring at a January 1 problem

  Buried in the American Rescue Plan Act of 2021 is a fourline amendment that will reshape how millions of small sellers experience tax season. Section 9674 of ARPA rewrites IRC §…