Vol. 1 · No. 21 · 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
Benefit corporation, B-corp, public benefit corporation: not the same thing
A statutory entity form, a private certification, and the confusion that costs founders a year
wo different things get called "Bcorp" in the same sentence, and they are not the same thing. One is a legal entity form that about thirty states have now enacted. The other is a…
Editor's selection
Guides
Florida in September 2016: what the formation actually costs
A $125 filing bill, a $138.75 annual report, and a 2013 statute that quietly fixed the state's most famous LLC problem
Reference
DBA vs LLC: what you actually get for the filing fee
One is a nickname your business trades under, the other is a legal person with its own tax ID and its own beneficial-ownership report
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The full index
- №19 The DOL fiduciary rule and its fallout What an ERISA redefinition means for self-directed IRA LLCs, ROBS promoters, and anyone routing rollover money into a newly formed entity
- №18 PLLC for licensed trades: when the regular LLC is the wrong form A professional LLC is the only LLC most states will let a lawyer, doctor, or architect form, and it has one shield it does not carry
- №17 California in August 2016: the $800 that finds you anyway A $70 filing fee, a $20 Statement of Information, and a franchise tax floor that does not care when you incorporated
- №16 C-corp vs S-corp entering 2024: the §1202 question A 21% flat rate, a 29.6% pass-through rate, and a $10M exit exclusion that decides the whole thing
- №15 Foreign qualification enforcement, state by state Which states actually chase unregistered entities, and what they can do when they catch you
- №14 The series LLC, a decade in Twenty years after Delaware wrote the statute, the form is widely adopted and still not battle-tested
- №13 Texas in July 2016: what the formation actually costs A $300 filing fee, a franchise tax that most small LLCs don't owe, and two different agencies you have to keep straight
- №12 Sole proprietor or single-member LLC: when the switch actually pays The federal tax math is identical; the state veil is real if thin, and starting January 1 the LLC owes a federal filing the sole prop does not
- №11 The 1120-S audit rate is near zero, and that is not the point S-corp examinations have fallen below half a percent, but the returns the IRS does pull are chosen more carefully than ever
- №10 The S-corp election, revisited A tax structure designed for a particular kind of business, pushed in 2016 at businesses it does not fit
- №09 Nevada in June 2016: the filing fee is $75, the real number is $425 A state whose pitch has been privacy and no income tax, recalibrating as the Commerce Tax comes online this August
- №08 LLC vs S-corp in 2016: the payroll-tax crossover Why the election starts paying for itself somewhere north of $60,000, and why the real variable is the ratio, not the revenue
- №07 Nevada's 92A, quietly: what Carson City keeps adjusting Nevada has spent the last several sessions filing down the rough edges of its mergers and conversions statute, with an eye on the state next door
- №06 The C-corp, still the vanilla default Why Y Combinator keeps pointing founders at a form whose headline tax rate is 35%
- №05 Wyoming in May 2016: the anonymous LLC, priced to move A $100 filing fee, a $50 annual report for most, and a registered-agent market that has commoditized below anywhere else
- №04 Delaware vs Wyoming LLC: the real math Year-one savings of about $230, a ten-year gap of roughly $2,400, and one structural caveat that erases both
- №03 Delaware's appraisal arbitrage problem, at a peak Buy in after the deal, dissent, petition, and collect statutory interest while Chancery works through its backlog
- №02 The single-member LLC, examined A disregarded entity on the tax side and a liability shield on the state side, until one of those words breaks
- №01 Delaware in April 2016: what the formation actually costs A filing fee of $90, an annual tax of $300, and one court that keeps the rest of the country watching