Vol. 1 · No. 16 · 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 statutory trust, revisited
Twenty months after we walked through 12 Del. C. Ch. 38, the DST market has grown up and the questions founders ask have changed
Delaware statutory trust is now the default vehicle for fractional §1031 realestate replacement, the default chassis for a new mutual fund, and the entity most often confused…
Editor's selection
Guides
Kentucky in March 2019: cheap to form, expensive to forget
A $40 filing fee, a $15 annual report, and a gross-receipts tax that most founders do not see coming
Reference
DBA vs LLC: the 2019 comparison
Twenty-nine months after we first ran this comparison, Section 199A has flattened the tax side and left the liability shield holding the whole argument
By section
All sections →
Analysis
- The statutory trust, revisited Mar 12
- The cooperative, revisited: what TCJA broke, what Congress fixed, and where worker co-ops sit in 2019 Feb 12
- The nonprofit corporation, revisited: what TCJA did to the exempt sector Jan 15
- The sole proprietorship, 20 months later: what §199A did to the math Dec 11
The full index
- №139 Opportunity Zones: what the second round of regs has to fix Five days after Treasury's public hearing, the operating-business half of §1400Z-2 still waits on rules sponsors have been modeling around for three months
- №138 The cooperative, revisited: what TCJA broke, what Congress fixed, and where worker co-ops sit in 2019 The grain glitch, the replacement §199A(g), and the state-by-state drift since 2017
- №137 Alabama in early 2019: the two-window formation nobody warns you about A $200 Certificate of Formation at the Secretary of State, a separate $50 filing at the county probate judge, and a Business Privilege Tax that follows you forever
- №136 C-corp vs S-corp: the §1202 question, post-TCJA A 21% corporate rate narrowed the double-tax penalty, a new pass-through deduction rewired the other side, and §1202 did not move at all
- №135 Opportunity Zones: reading the first-round regs REG-115420-18 filled in enough of §1400Z-2 to raise real money, and left enough blank that the second round cannot come fast enough
- №134 The nonprofit corporation, revisited: what TCJA did to the exempt sector UBIT silos, a parking tax, and a 21% excise on big compensation, all landing on organizations that never thought of themselves as taxpayers
- №133 South Carolina in January 2019: the state that skips the annual report A $110 filing fee, no yearly LLC report, and an income-tax schedule that keeps dropping
- №132 Sole prop vs single-member LLC, 2019 The 20% pass-through deduction arrives, treats both forms the same, and leaves the liability shield doing all of the work
- №131 New York's LLC publication rule, twenty-four years in A 1994 tradeoff that never left, and the reform bills that keep dying in committee
- №130 The sole proprietorship, 20 months later: what §199A did to the math A 20 percent deduction on Schedule C income, two income thresholds, and a specified-service list that knocks out exactly the consultants who do best as sole props
- №129 Connecticut in December 2018: the state that wrote the first PTET A $120 filing fee, an $80 annual report, a $250 biennial tax that still exists, and a May statute the rest of the country is now studying
- №128 LLC vs S-corp: the 2018 recalibration Twenty-nine months after we last ran the numbers, §199A has rewritten the decision tree and the low-wage trick now has two price tags
- №127 The SALT cap at ten months: state workarounds that Treasury hasn't killed yet Connecticut wrote the first pass-through entity tax in May, Wisconsin followed in September, and the charitable-fund route is already being shut down
- №126 LLPs and LLLPs, 20 months later: the form the tax law turned against Section 199A kicked most LLP-adopting professions out of the pass-through deduction, the BBA audit regime is live, and Renkemeyer still controls the self-employment question
- №125 Louisiana in November 2018: forming an LLC in a civil-law state A $100 filing, a $35 annual report, and a tax code that still behaves unlike any other in the country
- №124 Delaware vs Wyoming LLC: the 2018 math Two and a half years later, the fees are unchanged and the tax code is not
- №123 Marketplace facilitators become the tax collector: a state-by-state snapshot Four months after Wayfair, the statutes that shift collection onto Amazon, eBay, and Etsy are the ones actually moving revenue
- №122 The limited partnership, revisited: a form rebuilt around Opportunity Zones and the BBA Twenty months after our 2017 LP piece, the form has a new constituency, a new audit regime, and a pass-through deduction that treats most limited partners kindly
- №121 Oregon in October 2018: a $100 door and a $100 door every year after The formation fee and the annual report fee match, which tells you something about how the state thinks about entities
- №120 Publication states: what forming in New York, Arizona, and the rest actually costs in newspaper ink Five jurisdictions still run formation notices through local papers, and only three of them still apply the rule to LLCs
- №119 Opportunity Zones, designated: the map is set, the regulations are not Treasury has locked in roughly 8,700 census tracts across all 50 states, DC, and five territories; California, Maryland, and Nevada are already raising funds against rules that have not yet been written