Vol. 1 · No. 11 · 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 benefit corporation goes public: two S-1s in eight days
Warby Parker and Allbirds filed as Delaware PBCs inside a week, and the amended statute is already doing the work
arby Parker filed its S1 on August 24 as a Delaware public benefit corporation. Allbirds filed its S1 on August 31 as a Delaware public benefit corporation. Eight days, two…
Editor's selection
Guides
Washington in August 2021: the fee schedule, honestly reviewed
A $200 online filing, a $60 annual report, no state income tax, and a new 7% capital-gains surcharge that will not touch 2021 returns
Reference
DBA vs LLC in August 2021: a new federal line between them
The Corporate Transparency Act draws a reporting line around LLCs that the sole proprietor trading under a fictitious name sits outside of
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The full index
- №259 Series LLC statutory creep: the four new states of 2020-21 Virginia, Iowa, Nebraska, and Arizona move into the column, and Delaware rewrites the taxonomy with registered series
- №258 The PLLC in mid-2021: three things changed, two did not A reporting regime arrived, a pass-through tax workaround got IRS blessing, and the 199A door stayed shut on the same professions
- №257 Illinois in mid-2021: the $150 LLC is three and a half years old, and it held Articles of Organization $150, the annual report $75, and the replacement tax still doing the real revenue work behind both
- №256 C-corp vs S-corp in mid-2021: the §1202 question under threat The 21% rate is still 21%, the $10M QSBS exclusion is still law, and the Green Book proposes to cut both off at the knees
- №255 FinCEN's CTA ANPRM: what the comment file actually said Forty-eight questions, a month of comments, and the shape of a beneficial-ownership registry still being drawn
- №254 The series LLC in mid-2021: two forms, one federal reporting problem Delaware's registered series has been live for 22 months, and every cell now has a federal beneficial-owner question attached
- №253 Massachusetts fees at mid-2021: $500 in, $500 a year, unmoved A Certificate of Organization still at the top of the table, an annual report still matching it dollar for dollar, and a biotech cluster that pays without flinching
- №252 Sole prop vs SMLLC in 2021: the federal reporting line shifts Five years on, the liability-and-contracts case is unchanged, but a new FinCEN filing makes the SMLLC side of the ledger heavier
- №251 California AB 150, at the mid-session mark A pending pass-through entity tax that, if it clears the Senate, lets California owners route a 9.3% state tax through the entity and deduct it federally
- №250 The S-corp election in May 2021: the PTET changes the math A second independent reason to elect has appeared this year, and it is the biggest re-weighting of the S-corp memo since §199A
- №249 Virginia in May 2021: the fee schedule that refused to move Four years after the last real rewrite, the SCC still charges $100 to form an LLC and $50 a year to keep one, and the only thing that really changed is the paper
- №248 LLC vs S-corp: the 2021 payroll-tax crossover, recalibrated again A $142,800 wage base, $164,900 and $329,800 thresholds, and a §199A regulatory regime that stopped moving
- №247 The PTET map in May 2021: eleven states, one IRS blessing, and California next Three years after Connecticut went first, the pass-through entity tax has gone from contrarian workaround to default planning tool
- №246 The C-corp, reviewed against a 28% proposal A 21% statutory rate the White House wants to lift, a §1202 window the first TCJA-era shares are about to clear, and a new federal reporting regime that lands on every small C-corp in the country
- №245 Alaska fee schedule, 2021 review: the numbers are still the numbers $250 to form, $100 every two years, $50 a year for a license you cannot skip, and a Division that has held its pricing through the pandemic
- №244 Delaware vs Wyoming LLC: the 2021 math Five years on, the state fees have not moved; the federal filing cabinet has
- №243 The American Jobs Plan corporate tax proposals, first read A 28 percent corporate rate, a 21 percent GILTI floor, a 15 percent book minimum, and a fact sheet that is still not a bill
- №242 The single-member LLC, five years on The disregarded entity that the IRS still disregards is now something Treasury wants to know the owner of
- №241 New Mexico in March 2021: the fee schedule that refused to move A $50 LLC filing, no annual report in its fifth decade, and a gross receipts tax base that keeps doing the collecting the Secretary of State never asks to do
- №240 Publication states in 2021: three left, and only one still hurts Two and a half years after the last review, Pennsylvania is off the list for good and the newspaper bill is still a New York City story
- №239 Delaware's 2021 LLC Act amendments, a preview What the Corporation Law Council is likely to send to Legislative Hall this spring, and why the pandemic provisions and the registered-series cleanup are the ones to watch