Vol. 1 · No. 17 · 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 general partnership, revisited after a long year of tax changes
Section 199A opened a door the old partnership never had, and the new audit regime closed another most agreements still don't know about
general partnership in September 2018 is the same creature it was eighteen months ago, with two meaningful differences. Partnership income can now generate a twentypercent…
Editor's selection
Guides
Wisconsin in September 2018: forming the cheap-and-quiet LLC
A $130 online filing, a $25 annual report, and a state agency most founders have never heard of
Reference
What marriage does to a single-member LLC
Nine states let the spouse in without a Form 1065; the other forty-one force the partnership return
By section
All sections →
Guides
- Wisconsin in September 2018: forming the cheap-and-quiet LLC Sep 11
- Maryland in August 2018: the $100 LLC with a $300 return Aug 7
- New Jersey in June 2018: what an LLC actually costs, and what Trenton is about to do to the CBT Jun 26
- Missouri in May 2018: $50 to form, nothing after, series LLCs on the books May 29
News
- The 199A proposed regs, finally: what Treasury said a specified service trade actually is Aug 21
- Economic nexus after Wayfair: the state-by-state scramble Jul 10
- Wayfair at the wire: what April's argument told us about Quill Jun 12
- The new § 163(j), four months in: the small-business exemption that most pass-throughs will hit by accident May 15
The full index
- №115 The 199A proposed regs, finally: what Treasury said a specified service trade actually is REG-107892-18 landed on August 8, read like a relief map of the open questions, and gave the reputation-or-skill clause the narrow reading most practitioners were betting on
- №114 The professional corporation, revisited: after the 35% surtax disappeared TCJA repealed the §11(b)(2) personal-service-corporation penalty rate, and the cash-method doorway under §448 opened for most practices under $25 million
- №113 Maryland in August 2018: the $100 LLC with a $300 return A flat formation fee, a Personal Property Return that most founders do not know exists, and the state that wrote the country's first benefit-corporation statute
- №112 How to time a Delaware flip When to convert a home-state LLC into a Delaware C-corp, and what the calendar actually costs you
- №111 Economic nexus after Wayfair: the state-by-state scramble Nineteen days after the opinion, most states already had a statute on the books and the rest were drafting one
- №110 The L3C in mid-2018: the quiet part of a slow decline Eighteen months after the last time we looked, the map has not grown, the PRI promise never closed, and benefit corporations have taken the oxygen
- №109 New Jersey in June 2018: what an LLC actually costs, and what Trenton is about to do to the CBT A $125 Public Records Filing, a $75 annual report, and a budget week that will rewrite the corporate-tax line
- №108 How to plan for QSBS eligibility, from day one of the C-corp Section 1202 turns five-year-old founder stock into a $10 million federal capital gains exclusion, if you set it up correctly at formation
- №107 Wayfair at the wire: what April's argument told us about Quill Pre-decision notes on South Dakota v. Wayfair, Inc., a physical-presence rule on life support, and what sellers should have ready by July
- №106 The close corporation, revisited after TCJA A 21% corporate rate changes the shareholder math; the governance pitch is the same as it ever was
- №105 Missouri in May 2018: $50 to form, nothing after, series LLCs on the books A $50 online filing, no annual report for LLCs, and a new series statute that landed in August 2017 with almost no ceremony
- №104 How to maintain separate-entity formality, so the shield actually holds The small daily hygiene that keeps a creditor's lawyer from arguing your LLC and you are the same person
- №103 The new § 163(j), four months in: the small-business exemption that most pass-throughs will hit by accident A rewritten earnings-stripping statute, a 30 percent ATI cap on interest deductions, and a $25 million gross-receipts test most founders have never heard of
- №102 Benefit corporation, revisited: eighteen months of receipts Laureate's stock chart, Kickstarter's third benefit report, Wisconsin as the 34th state, and a Chancery docket still empty of § 365 cases
- №101 Minnesota in May 2018: a $135 LLC in a 9.85% state A free annual renewal that dissolves you if you miss it, a brand-new LLC Act finally mandatory for everyone, and a tax code still pinned to the federal Code as it stood in 2016
- №100 Layering a holding company in April 2018: the only ways to avoid double tax Pick the wrapper that passes dividends upstream at a zero rate, or pass-through them entirely
- №99 Bitcoin on the balance sheet, April 17: what the IRS has actually said, and what it hasn't One four-year-old notice, one narrowed Coinbase summons, a §1031 door that closed in December, and a filing deadline today
- №98 The PLLC, revisited: what TCJA did to licensed trades Eighteen months on, the form most states force on doctors and lawyers now sits on the wrong side of the new 20% deduction
- №97 Indiana in April 2018: a flat 3.23%, a biennial $31, and a state that keeps cutting the corporate rate A filing fee of $95 online, a report due every two years rather than every one, and a corporate tax scheduled to step down again on July 1
- №96 A service of process letter just landed: what to do in the next 21 days The clock started the day the registered agent signed, and the default judgment is the worst case you can still avoid this afternoon
- №95 Delaware's response to TCJA: nothing, quietly While Hartford and Trenton scramble to rewrite their tax codes, Dover is drafting its usual August DGCL bill and not much else