Vol. 1 · No. 18 · 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 series LLC, revisited: eight months later
Illinois cut its fees, Treasury left the regs proposed, and TCJA gave every series its own 199A question to answer
he series LLC in March 2018 is a form the states keep adopting, the Treasury keeps not finalizing, and the bankruptcy courts keep not deciding. In the eight months since we last…
Editor's selection
Guides
Tennessee in March 2018: the LLC that charges you by the member
A $300 minimum to form, a $300 minimum every year to stay, and a per-member fee structure almost no other state copies
Reference
How to read a Secretary of State filing
Four states, four different disclosure floors, and one rule for getting to the answer quickly
By section
All sections →
Guides
- Tennessee in March 2018: the LLC that charges you by the member Mar 6
- Utah in February 2018: the $70 LLC in a 4.95% state Feb 6
- Arizona in January 2018: a $50 LLC with a newspaper bill attached Jan 9
- Michigan in December 2017: a $50 formation, a $25 February bill, and a tax code built around one industry Dec 5
News
- Section 199A, two months in: operational questions the statute does not answer Feb 20
- Section 199A, one month in: a 20% deduction with the fine print still missing Jan 23
- Senate vs House on TCJA: what conference kept, traded, and dropped Dec 19
- The House has passed the Tax Cuts and Jobs Act. The Senate is rewriting it. Nov 21
The full index
- №91 Section 199A, two months in: operational questions the statute does not answer The 20 percent pass-through deduction is live for tax years beginning after December 31, 2017, and the people who have to apply it are reading the statute like scripture
- №90 The S-corp election, post-TCJA The 2553 did not change. The math underneath it did, and the wage number that used to be low now has a floor
- №89 Utah in February 2018: the $70 LLC in a 4.95% state A Certificate of Organization that clears in days, a $20 renewal every anniversary, and a tax code flat enough that Silicon Slopes stopped apologizing for the address
- №88 The Delaware Statutory Trust, and why 1031 investors keep picking one How a 2004 revenue ruling turned a Delaware trust form into the default vehicle for like-kind real estate exchanges
- №87 Section 199A, one month in: a 20% deduction with the fine print still missing The Tax Cuts and Jobs Act wrote a pass-through break into the Code on December 22, 2017, and then left Treasury to explain what half of it means
- №86 The C-corp, revisited: the math after 21% A headline rate that dropped fourteen points in one bill, a dividend rate that did not, and a pass-through deduction that complicates the comparison
- №85 Arizona in January 2018: a $50 LLC with a newspaper bill attached A $50 filing at the Corporation Commission, no annual report, and a publication rule that still runs through three consecutive issues of a county paper
- №84 Writing an operating agreement that actually holds up The eight clauses that do the work, and the four failure modes that keep litigators fed
- №83 Senate vs House on TCJA: what conference kept, traded, and dropped The conference report the House passed this morning picks winners from two bills that disagreed on brackets, pass-throughs, the AMT, and the estate tax
- №82 The single-member LLC, revisited Twenty months on, the formation has not changed; the state-by-state map around it has
- №81 Michigan in December 2017: a $50 formation, a $25 February bill, and a tax code built around one industry The Corporations Division charges less than almost anyone else to form; the Department of Treasury is where the real cost lives
- №80 How to split equity at formation Authorized shares, restricted stock, the new IRS Form 15620, and the cap-table decisions that survive every future round
- №79 The House has passed the Tax Cuts and Jobs Act. The Senate is rewriting it. A 227-205 floor vote on November 16, a Finance Committee mark that keeps seven brackets and repeals the individual mandate, and a pass-through fight that is still live
- №78 Delaware's public benefit corporation, four years in Subchapter XV works as advertised when the founders take the charter seriously and as window dressing when they do not
- №77 Ohio in November 2017: a $99 filing, no annual report, and a tax bill that starts at the city line The cheapest state paperwork in the Midwest, a gross-receipts tax most LLCs never owe, and three municipal layers the state does not collect
- №76 Converting an LLC to a C-corp before the round closes Three mechanics, one IRS revenue ruling, and the QSBS clock that starts over the day you sign
- №75 The Big Six unified framework, first read A nine-page outline, a 20 percent corporate rate, a 25 percent pass-through rate, and a budget resolution now clearing the way
- №74 The single-purpose entity in October 2017: what lenders actually buy One asset, one borrower, one bankruptcy ring-fence, and a stack of covenants written by rating agencies
- №73 North Carolina in October 2017: what the LLC actually costs A $125 filing fee, a $200 annual report due every April 15, and a tax code that keeps getting cheaper
- №72 One EIN or many: the holding-company question founders ask too late How the IRS treats a parent, its subsidiaries, and the disregarded SMLLC that sits between them
- №71 The Trump administration's regulatory freeze, six months in One memo, four executive orders, and a Treasury notice have slowed the pipeline of new business-formation rules to a crawl