Category

Analysis

Longer-form pieces on incorporation law, tax strategy, and entity design.

• Series LLCs: which states, when they work, when they don't

  The eighteen jurisdictions that allow the structure, the cases where it genuinely cuts overhead, and the three scenarios where founders consistently get it wrong.

  A Series LLC is a master LLC under which multiple "cells" or "protected series" can be formed, each of which holds its own assets, incurs its own liabilities, and — when done…

• LLC vs S-Corp: when the election actually pays

  The S-corp election doesn't change your legal entity — it changes your tax return. The math only works above a specific profit threshold. Here is where that line sits in 2026.

  "LLC vs Scorp" is not a choice between two entities. An Scorp is a tax election, not a legal structure — you make it by filing Form 2553 with the IRS. The underlying entity is…

• LLC vs C-Corp: which, when, and why

  A C-corp costs more to run and is taxed twice. It is still the right structure for venture-backed startups — and, after the 2025 QSBS expansion, for some companies that would never have considered one.

  An LLC is a passthrough entity. Profits are taxed once, at the member's personal rate, and distributions are mostly irrelevant — the tax is on the profit whether you take it out…

• Converting an LLC to a C-Corp: what it costs, when to do it

  Delaware statutory conversion, state-law merger, and the F-reorganization — three mechanics, one clean outcome, and the VC-timing question most founders get wrong.

  Most U.S. startups begin as LLCs and many of them later become CCorps. The usual prompt is a term sheet: venture investors almost universally will not invest in an LLC. Sometimes…

• Forming a U.S. LLC as a non-U.S. founder (2026)

  ITINs, EINs without an SSN, the bank account problem, and the tax-treaty traps that catch out most international owners.

  A nonU.S. founder can form and own a U.S. LLC. No green card, no visa, no American cofounder, no U.S. address beyond a registered agent. The filing is straightforward; what…

• What is an LLC? The plain-English guide (2026)

  A limited liability company is a legal wrapper around a business. The tax code treats it as whatever you want — that's the whole trick.

  An LLC — a limited liability company — is a creature of state law. You file a one or twopage form with a Secretary of State, pay a fee somewhere between $40 and $500, and you have…

• The DBA, a decade in: still useful, still not a shield

  What a trade name actually does in 2025, and the one thing the March FinCEN rule changed about it

  A DBA, also called a trade name, fictitious name, or assumed name, is a filing that lets a person or an entity do business under a name other than the legal one. It is not an…

• The Delaware statutory trust, a decade into its 1031 dominance

  12 Del. C. Ch. 38 quietly became the default wrapper for securitized paper and replacement-property syndications, and a March FinCEN rule just exempted most domestic DSTs from beneficial-ownership reporting

  The Delaware statutory trust is the entity most finance lawyers forget they are using. Roughly $9 billion of Section 1031 replacement property moved through DST syndications in…

• The cooperative, a decade in: what the worker, ag, and consumer models actually look like in 2025

  Three very different statutes, one shared tax regime, and a regulatory climate that just moved in the co-op's favor

  The cooperative form in 2025 is three different businesses wearing the same federal tax regime. Roughly 800 worker cooperatives, about 1,800 agricultural cooperatives, and a…

• Timing test — September 2025

  A short article whose only job is to prove the pipeline, with stopwatch.

  This paragraph exists so that a timestamp can be placed on it. From the moment this file is committed and pushed to , a GitHub Action runs , which posts through the admin MCP…

• The nonprofit corporation, a decade into the 501(c)(3) machine

  State Articles, federal Form 1023, and the quiet operational tax of running a charity in 2025

  A nonprofit corporation in the United States is two filings stacked on top of each other. One is a state Articles of Incorporation that creates a legal entity; the other is a…

• The sole proprietorship, a decade in

  Ten years of Schedule C filers watching the shield get cheaper and the tax bill get harder to ignore

  A sole proprietorship in 2025 is still the default form for anyone who invoices a client and cashes the check without filing anything with a state. No formation document, no…

• LLPs and LLLPs, a decade in: what the professional-firm wrapper actually does in 2025

  The RUPA malpractice shield, the state registration paperwork, and why CTA reporting looks narrower than it did in December

  A limited liability partnership is a general partnership that has filed a piece of paper with the state and, in exchange, bought its partners a liability shield against the…

• The limited partnership, a decade in

  Still the default for real-estate syndications and private funds, now with an SE-tax question the Tax Court has started answering

  The limited partnership is the form sophisticated capital still picks when it has a choice. Ten years into the LLC's neartotal victory in smallbusiness formation, the LP remains…

• The general partnership, a decade into the paperwork era

  The entity you form by accident is the one entity the government cannot see

  A general partnership forms the moment two people run a business together for profit, whether they meant to or not. In 2025, that accident of law puts the general partnership in…

• The professional corporation, a decade in

  Where the PC still makes sense in 2025, where the PLLC took over, and where the IRS still has a say

  The professional corporation is the entity licensed professionals end up in when their state will not let them practice through an ordinary LLC. In 2025 the PC still dominates in…

• 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

  The L3C, or lowprofit limited liability company, was invented in Vermont in 2008 to pull foundation capital into missiondriven businesses. Seventeen years later, eight states…

• 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

  The close corporation is a form of business entity most lawyers under forty have never drafted. The statute is still on the books in Delaware at 8 Del. C. §§341 through 356,…

• The benefit corporation, a decade and change in

  Forty-plus states, one Model Act, and a form that finally stopped being novel

  Maryland passed the first benefit corporation statute in April 2010. Fourteen years later the form is law in more than forty states, and the Delaware public benefit corporation…

• 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

  A PLLC is a limited liability company chartered to practice a licensed profession, and in late 2024 the question of whether to use one is no longer a statebystate novelty. It is a…

• 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

  The Series LLC is a single Delaware invention from 1996 that now exists, in some form, in more than twenty states, and it still does not have a final federal tax rule. Founders…

• 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

  The Scorp election is still the default payrolltax move for profitable owneroperated businesses in 2024, but the arithmetic has shifted enough that the decision deserves a fresh…

• 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

  The Ccorp in August 2024 is the cheapest it has been to run in a generation and the most expensive to plan around. The rate is 21%, flat, and has been since 2018. Everything else,…

• 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

  A singlemember LLC (SMLLC) in 2024 is still the default vehicle for a solo founder, and the reasons are narrower than the marketing suggests. You get a federal tax treatment that…

• A note on how this site gets published

  The fourth route — git push — explained in one article.

  This article exists to prove that a markdown file, dropped into the folder of the site's GitHub repository and pushed to , will appear here within about a minute. It is the fourth…

• The public benefit corporation, four years after HB 341

  Delaware's PBC is no longer a curiosity; it is a live option for companies that want purpose settled in the charter

  The Delaware public benefit corporation is a forprofit corporation that states a specific public benefit in its charter and directs its board to balance that benefit against…

• The single-purpose entity, reappraised in 2024

  The SPE still insulates a lender from the sponsor's other messes, but the per-entity reporting bill has finally arrived

  The singlepurpose entity still does what it was designed to do: hold one asset, owe one loan, and stay out of the sponsor's bankruptcy if the sponsor's other ventures go sideways.…

• The holding company, reappraised for 2024

  Parent-and-subs still works, but the Corporate Transparency Act changed the maintenance bill

  A holding company structure in 2024 is cheap to form and more expensive to keep than it was last year. The Corporate Transparency Act turned on January 1, and every subsidiary,…

• The DBA, reconsidered: a sole proprietor's last exit from BOI

  A fictitious name is not an entity, does not shield you, and in 2024 is the one formation path that stays out of the federal beneficial ownership registry

  A DBA is not an entity. It is a name that a person or a company uses in public, recorded at a county or state office so the public can figure out who is actually on the other side…

• The Delaware statutory trust, reappraised

  A 1988 statute that quietly became the default wrapper for securitizations, 1031 syndications, and registered funds

  The Delaware statutory trust is the entity nobody talks about that holds an outsized share of the American securitization, mutualfund, and 1031exchange markets. It was codified in…

• The cooperative, reappraised: a form built for patronage, not profit

  Subchapter T, Capper-Volstead, and why the form is quietly legible again in 2024

  A cooperative is a corporation that allocates profit by use rather than by equity. That single structural choice drives everything else: the tax regime under Subchapter T, the…

• The nonprofit corporation, reappraised at the BOI threshold

  What a 501(c)(3) actually costs to form in late 2023, and why the Corporate Transparency Act leaves tax-exempt entities mostly alone

  A 501(c)(3) nonprofit costs $600 to apply to the IRS and between $25 and $89 to form at the state level, depending on where you sit. Those two numbers are the spine. Everything…

• The sole proprietorship, reappraised for the BOI era

  The form nobody talks about is the only common operating vehicle that files nothing with anyone

  A sole proprietorship is what you already have if you sell anything as a human being and have not formed anything. No filing, no EIN, no state fee, no annual report. One person,…

• The LLP and the LLLP, reappraised in the BOI era

  Two partnership variants that were supposed to fade, and the narrow cases where they are still the right answer

  The LLP and the LLLP are the two partnership variants most founders never consider, and for most founders that instinct is correct. They exist because a narrow set of practices,…

• The limited partnership, reappraised

  An old form quietly upgraded in Delaware this summer, and still the default where real money and real risk have to coexist

  The Delaware limited partnership is the form that runs American private capital, and this summer the state quietly patched one of its oldest embarrassments. Senate Bill 115,…

• The general partnership, reappraised

  The last entity the state does not know about, and why that is no longer an advantage

  A general partnership is what two or more people form the moment they start carrying on a business for profit together, whether they mean to or not. No filing. No fee. No…

• The professional corporation, reappraised in 2023

  Why the PC still exists after the PLLC, and when it is the right wrapper for a licensed practice

  A professional corporation is the wrapper a licensed practice uses when the state will not let the practice be anything else. The question is narrower in 2023 than it used to be,…

• The L3C, fifteen years in: a reappraisal

  A low-profit LLC was supposed to unlock foundation capital; nine states adopted it, then the idea went quiet

  The lowprofit limited liability company, or L3C, is a statelaw LLC with a charitable tether written into its purpose clause. Vermont authorized it in April 2008, nine states…

• The Delaware close corporation, reappraised

  A 1967 statute that lost its market to the LLC from below and the PBC from above

  The Delaware close corporation is a fiftysixyearold statute in search of a use case. Enacted in 1967 as subchapter XIV of the Delaware General Corporation Law, codified at 8 Del.…

• Benefit corporation, reappraised: what the label actually buys in 2023

  Three things get called the same thing, and only one of them is a corporate form

  A benefit corporation is a statelaw corporate form. A B Corp is a certification sold by a nonprofit. A public benefit corporation, or PBC, is Delaware's version of the first.…

• The PLLC, reappraised: what licensed trades actually get for the extra word

  A 2023 look at when a Professional LLC earns its keep, and when it is a state-mandated formality with tax consequences

  A Professional LLC is a plain LLC with a state board looking over its shoulder. The tax treatment is identical, the liability shield against thirdparty torts is identical, and in…

• Series LLC, a decade in: what the form actually delivers

  Twenty-plus states now recognize it, the IRS still hasn't finalized its rule, and most founders should still skip it

  A Series LLC lets a single master LLC hold an indefinite number of internal cells, each with its own assets, members, and liability shield. Delaware invented it in 1996.…

• The S-corp election in 2023, six years after TCJA

  A reappraisal of the Form 2553 decision with §199A at full tilt, FinCEN's beneficial ownership rule looming, and the reasonable-compensation doctrine unchanged

  The Scorp election is now a sixyearold decision dressed in new clothes. The Tax Cuts and Jobs Act rewrote the arithmetic in 2017, the §199A deduction made passthrough treatment…

• The C-corp at the end of 2022: vanilla, and no longer obvious

  Five years after TCJA flattened the rate to 21 percent, the C-corp case is mostly an exit case

  A Ccorp in December 2022 pays a flat 21 percent federal rate on taxable income under IRC § 11(b), and the shareholders pay again when money comes out. That second layer is the…

• The single-member LLC, six years on

  What the 2016 case for the one-owner LLC looks like after FinCEN, §199A, and a decade of veil-piercing opinions

  The singlemember LLC is still the default wrapper for the oneperson business, and it still costs roughly what it did in 2016. What changed is the paperwork around it. This is a…

• The Delaware public benefit corporation, nine years in

  Who actually uses the PBC form, what the 2020 amendments changed, and how it sits next to B Corp certification

  Delaware's public benefit corporation statute took effect August 1, 2013. Nine years later the form has done something most new corporate vehicles do not: it has accumulated a…

• The single-purpose entity, reviewed: thin by design

  A Delaware LLC with one asset, one loan, one independent director, and a separateness covenant that reads like a sermon

  A singlepurpose entity is a company designed to hold one asset, borrow one loan, and go bankrupt in isolation. The lender requires it, the rating agency scores it, and the…

• The holding company, reviewed: parent, subs, and the traps people miss

  A C-corp parent buys QSBS optionality, an LLC parent buys simplicity, and both get state tax mail from California

  A holding company is a parent entity that owns the equity of one or more operating subsidiaries and, ideally, does nothing else. The decision that matters is whether the parent is…

• A DBA is not a company: what the filing actually buys you

  Fictitious names open bank accounts and satisfy licensors, but they do not shield anything

  A DBA is a public notice that a person or a company is using a name other than its legal one. That is the entire legal content of the filing. It does not form an entity, it does…

• The Delaware statutory trust, reviewed: workhorse of structured finance

  A 12 Del. C. Chapter 38 entity that quietly holds most of the ABS market and almost all of the replacement-property 1031 business

  A Delaware statutory trust is a separate legal person, formed by filing a Certificate of Trust with the Division of Corporations under 12 Del. C. Chapter 38, that holds most of…