Vol. 1 · No. 05 · 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
New York in March 2025: the $9 biennial that isn't really $9
A cheap two-year filing, a publication rule that still eats four figures, and a beneficial-ownership law nine months from going live
ew York charges $9 every two years to keep an LLC or a corporation on its active rolls. That is the lowest recurring statutory fee of any meaningful commercial state, and it is…
Editor's selection
News
The CTA in February 2025: paused, reinstated, paused, reinstated, paused
Three months of whiplash on beneficial-ownership reporting, and what a new Treasury review might finally resolve
Analysis
The L3C at seventeen: a form that never found its job
Vermont invented the low-profit LLC to unlock foundation money. The money stayed where it was
By section
All sections →
News
- The CTA in February 2025: paused, reinstated, paused, reinstated, paused Feb 18
- Trump 2.0 and the Day-1 freeze: what actually changed for formations Jan 21
- Section 174 is still a cash-flow tax, and Congress could not fix it in 2024 Dec 10
- The FTC noncompete rule, frozen in place before it started Nov 12
The full index
- №403 Florida's May 1 deadline, and the $400 that punishes forgetters The 2025 annual-report mechanics for LLCs and corporations, and the comparison with Delaware that actually matters
- №402 Trump 2.0 and the Day-1 freeze: what actually changed for formations A 60-day pause on new and pending rules, three live cases already in motion, and a question of enforcement discretion on the CTA
- №401 The Delaware close corporation, a decade into irrelevance A 1967 statute squeezed out by the LLC from below and the PBC from above, still alive in four states for reasons that are mostly historical
- №400 California in 2025: the $800 floor and everything that sits on top of it What LLCs and corporations actually owe Sacramento this year, and the compliance rules arriving behind the tax bill
- №399 Section 174 is still a cash-flow tax, and Congress could not fix it in 2024 The TCJA amortization rule has survived two attempts at repeal, and software startups are paying tax on money they have not earned
- №398 The benefit corporation, a decade and change in Forty-plus states, one Model Act, and a form that finally stopped being novel
- №397 Texas in late 2024: the annual filing that is not a report The state calls it a franchise tax; the filing is Form 05-158 plus Form 05-102, and most LLCs this year will owe zero
- №396 The FTC noncompete rule, frozen in place before it started A Texas district court set aside 16 CFR Part 910 three weeks before the September 4 effective date, and the Fifth Circuit now decides whether it ever takes effect
- №395 The PLLC, a decade in: where licensed trades actually land State mandates diverge, federal tax parity holds, and the Corporate Transparency Act now counts every one of them
- №394 Nevada in October 2024: the real cost of staying in good standing An Annual List, a State Business License, and a privacy pitch that quietly lost its best argument
- №393 New York's own transparency act, and the California bill that died Albany built a state twin of the federal beneficial ownership regime; Sacramento chose not to
- №392 The Series LLC, a decade and a half in Twenty-plus states, one still-proposed federal tax rule, and a Ninth Circuit opinion that exposed the whole theory
- №391 Wyoming in late 2024: the annual report, the privacy story, and the dynasty trust A $60 floor, a 1,000-year perpetuity, and a federal beneficial-owner registry that changed the pitch mid-year
- №390 The CTA's nine-month marathon: bills, injunctions, and a deadline nobody loves Three congressional vehicles, two federal courts, and a FinCEN outreach push keep the Corporate Transparency Act in motion through September
- №389 The S-corp election, a decade in: what still works and what finally caught up Form 2553, reasonable compensation, and the PTE workaround that every state now runs
- №388 Delaware's 2024 annual maintenance, in full One state, two regimes, and the reason LLCs here never file an annual report
- №387 Moore v. United States: what the Court decided, and what it pointedly did not A 7-2 majority saved the §965 transition tax while leaving the realization fight for another day
- №386 The C-corp, a decade into the 21% rate What vanilla looks like in August 2024 after TCJA, the Inflation Reduction Act, and a half-lived bonus-depreciation phaseout
- №385 The District of Columbia in 2024: filing fees, biennial reports, and the tax that catches everyone A $99 formation that looks cheap until the $300 biennial report and the 8.25% unincorporated business franchise tax arrive
- №384 The SEC climate rule landed smaller than it left: what 33-11275 actually requires Scope 3 is gone, Scope 1 and 2 are narrowed to the biggest filers, and the whole thing is stayed pending the 8th Circuit
- №383 The single-member LLC, a decade in: what a solo founder actually buys Ten years after the Delaware exemplar, the SMLLC is still the default, and the reasons have narrowed rather than expanded