Vol. 1 · No. 15 · 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 C-corp, twenty months into the 21% rate
A field report on what the TCJA did to founder arithmetic, what the first SOI data shows, and which provisions are biting in practice
he Tax Cuts and Jobs Act has been in force for twenty months, long enough that the Ccorp math we rewrote in January 2018 can now be checked against filings rather than…
Editor's selection
Guides
West Virginia in September 2019: the $100 door and the $25 renewal
A cheap formation, a franchise tax that died in 2015, and a state that wants operators more than it wants holding entities
Reference
How to handle an annual report you missed, 2019
Same fix, bigger fallout: post-Wayfair, a lapsed foreign qualification now compounds across every state you sell into
By section
All sections →
Guides
- West Virginia in September 2019: the $100 door and the $25 renewal Sep 3
- Mississippi in July 2019: a $50 formation, a $25 report, and a franchise tax that outlives the income code Jul 23
- Arkansas in late June 2019: a $45 online formation and a $150 tax that comes due in May Jun 25
- Iowa in late May 2019: a $50 formation and a report you only file every other year May 28
The full index
- №163 Connecticut's PTET, one year in: the workaround the IRS has not touched A 6.99% entity tax, a 93.01% member credit, and a Treasury that has said nothing about either
- №162 Single-member LLC, a field report Twenty months after the last revisit, the 199A regulations have printed, the charging-order map has kept drifting, and the reverse-piercing doctrine has traveled
- №161 Mississippi in July 2019: a $50 formation, a $25 report, and a franchise tax that outlives the income code The Secretary of State's portal turns the Certificate of Formation around in a day, but the maintenance story runs through two tax regimes at once, one of them on a phase-out path the Legislature set in 2016
- №160 Reading a certificate of good standing in July 2019 Two and a half years on, more states email a signed PDF, more deals want one dated the day of closing, and the short-form remains the one you actually need
- №159 Nevada's business court, three years in The Eighth Judicial District has spent the last three years trying to become somewhere a Delaware-style case comes to die, with uneven results
- №158 The public benefit corporation, twenty months later Delaware's 2019 alternative-entity package extends public-benefit status to limited partnerships and leaves Subchapter XV alone
- №157 Arkansas in late June 2019: a $45 online formation and a $150 tax that comes due in May The Certificate of Organization is thin, the annual Franchise Tax Report is flat, and the state's income code is rewriting itself in both directions
- №156 Dissolving cleanly in 2019: the Wayfair complication The state cancellation is one filing. The sales-tax tail from the two years you were collecting without knowing it is the harder part
- №155 The Secretary of State online filing portal, benchmarked in mid-2019 Who actually formed an LLC in a web browser this quarter, who mailed a PDF, and which states still wanted a trip to a probate judge
- №154 The single-purpose entity, revisited: twenty months under the new Code A 30 percent cap on interest, a pass-through deduction written for operators not shells, and a CMBS market that tightened the independent-manager page
- №153 Iowa in late May 2019: a $50 formation and a report you only file every other year Fast Track Filing takes the Articles of Organization in a morning, the Biennial Report cycles on an unusual two-year clock, and the state income code is quietly rewriting itself
- №152 How to choose a state when you don't live there, 2019 The Wyoming-shell pitch was always shaky on foreign-qualification grounds. After Wayfair it is weaker still, because the sales-tax map now follows the customer, not the charter
- №151 The SEC's coming concept release on private-offering exemptions Chairman Clayton has been telegraphing a harmonization review all spring, and the framework he is about to open up is the one every formation actually lives inside
- №150 Holding company structure, revisited: what TCJA changed and what it didn't Twenty months after our first walk-through, the dividends-received tiers are new numbers for the same burden, §199A rides the LLC stack, and every Opportunity Zone deal is secretly a holding company
- №149 Kansas in spring 2019: the state that un-broke its own tax code A $165 Articles of Organization filing, a $50 annual report, and a pass-through income tax that came back from the dead in 2017
- №148 Registered agent in 2019: in-house or commercial, revisited The market has pulled apart at both ends; the answer for most founders is the same boring one
- №147 California's AB-5, at the halfway mark A one-page bill to codify Dynamex has become the year's biggest lobbying fight, and it still has the Assembly floor and the Senate to clear
- №146 The DBA, revisited: what changed between 2017 and now A Texas bill moving through the House this spring, a California rule that refuses to centralize, and the federal statute a DBA is still not
- №145 Oklahoma in April 2019: the $100 formation and the $25 reminder A flat Articles of Organization fee, an Annual Certificate on the anniversary, and two industries that bend the calculus
- №144 Foreign qualification or re-incorporation, the 2019 version Wayfair rewired one side of the ledger, and the conversion statute rewired the other
- №143 Delaware's 2019 LLC Act amendments, a preview What the Corporation Law Section's annual rewrite of Title 6, Chapter 18 is likely to do this year, and why the registered-series proposal is the one to watch