Vol. 1 · No. 20 · 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
LLPs and LLLPs in 2017: an election, not a formation
Why law and accounting firms still file one form a year, and what the LLLP adds on top
n LLP is not a new entity. It is a ballot a preexisting partnership casts with its home state, trading the RUPA default — that every partner is jointly and severally liable for…
Editor's selection
Guides
Virginia in March 2017: the state run by a court that isn't one
A $100 filing fee, a $50 annual registration, and a State Corporation Commission that processes paperwork faster than most legislatures can name theirs
Reference
You missed an annual report. Here is the order of operations.
Administrative dissolution is reversible in every state that matters, and the sequence is not negotiable
By section
All sections →
The full index
- №43 Ten months until the new partnership audit regime The Bipartisan Budget Act of 2015 replaced TEFRA, takes effect for tax years beginning after December 31, 2017, and almost no operating agreement on file anticipates it
- №42 The limited partnership in 2017: old form, specific jobs Why real estate syndications and private-equity funds still use a century-old structure the rest of the market has mostly left behind
- №41 Alaska in February 2017: what the formation actually costs A $250 filing fee, a $50 business license, and a biennial report cycle that trips up everyone who forms here expecting annual paperwork
- №40 How to read a certificate of good standing What the state is actually telling you, what it is not, and which version to order for which closing
- №39 The House 'Better Way' blueprint, read from a pass-through A 25% top rate on active business income, full expensing, and a border-adjustment fight the Senate is not sure it wants
- №38 The general partnership, and why you might already be in one No filing, no fee, no paperwork — and that is exactly the problem
- №37 New Mexico in January 2017: the quietest LLC in the country A $50 filing, no annual report, no member disclosure, and a gross receipts tax that quietly collects everything the formation didn't
- №36 How to dissolve an LLC cleanly: the nine-step sequence The order matters more than the forms, and the order is where founders usually blow themselves up
- №35 New Jersey's Corporation Business Tax entering 2017, examined A 9% top rate, a minimum tax floor that ignores net income, and an S-corp quirk that still catches out-of-state founders
- №34 The professional corporation, honestly: when you must, when you shouldn't California forces a doctor, a lawyer, or a CPA into a PC. The federal tax code charges a flat 35% for the privilege
- №33 Montana in December 2016: the state with no sales tax and the Ferraris to prove it A $70 filing fee, a $20 annual report, and a vehicle-registration niche that accounts for most of the out-of-state interest
- №32 How to choose a state when you don't live there The case for forming where you operate, and the shrinking list of reasons to charter somewhere else in 2024
- №31 State-level benefit-corp adoption: a scorecard Six years after Maryland, roughly thirty statutes on the books and two quiet models competing to become the default
- №30 The L3C in November 2016: a hybrid entity that mostly didn't take Eight years after Vermont invented it, the low-profit LLC is a cautionary tale about legislating a federal tax outcome
- №29 South Dakota in November 2016: the cheap LLC in the trust state A $150 filing fee, a $50 annual report, and a jurisdiction whose real business is holding other people's wealth
- №28 Registered agent: in-house or commercial? Free is fine if you have a real office with predictable coverage; otherwise pay the $100 and stop thinking about it
- №27 Chancery's disclosure-only correction: what Trulia changed A court that had become a clearinghouse for settlement fees has started saying no
- №26 The close corporation in 2016: a form the LLC mostly replaced Subchapter XIV is still on the books, and a small number of filers still use it on purpose
- №25 New York in October 2016: the filing is cheap, the newspapers are not A $200 formation fee, a 19th-century publication rule that costs more than the state does, and a biennial bill for $9
- №24 Foreign qualification or a new entity: which one when you expand For most businesses the answer is foreign-qualify; the cases where it isn't are specific and knowable
- №23 Section 385 is not just an inversion problem Treasury's April proposal was aimed at Pfizer-Allergan, but the documentation rule reaches the ordinary parent-sub loan