Category

Reference

Factual reference material: fee tables, SOS URLs, required publications.

• Annual reports: all 51 jurisdictions (2026)

  A reference table of LLC annual report fees, deadlines, and Secretary of State links for all 50 states plus DC — with notes on the traps worth knowing.

  An annual report (called a "statement of information" in California, "franchise tax report" in Texas, "decennial filing" in Pennsylvania, and "periodic report" in Colorado — the…

• The formalities that keep your LLC from becoming you

  What veil piercing actually looks like, and the unglamorous hygiene that prevents it

  An LLC is a liability shield until a judge decides it isn't. Maintaining separate entity formality is the daily practice of making sure that decision, if it ever comes, lands in…

• A certified envelope showed up. Now what?

  Service of process, start to answer, in the order a calm person would do it

  Service of process is the piece of paper that tells you a lawsuit now involves you, and it almost always arrives in one of two forms: a certifiedmail envelope from your registered…

• Converting an LLC to a C-corp before the priced round

  Three mechanical paths, the tax rule that actually matters, and the QSBS clock you are really buying

  The lead investor's term sheet says Delaware Ccorp, and your company is a Delaware LLC. You have four to six weeks before closing and three mechanical paths to choose among. This…

• In-house registered agent or commercial: which one wins in 2024

  The statute gives you the option; the Corporate Transparency Act and the cost of one missed summons decide it

  A registered agent is a mailbox the state can sue. You can be that mailbox yourself in most states, or pay $50 to $300 a year to a company whose only job is being a reliable one.…

• Foreign qualify or re-incorporate: which path when you cross a state line

  One entity in two states versus one entity in one state, with the tax, CTA, and carrying-cost math laid out

  You hired a salesperson in a second state, or signed a lease, or opened a warehouse. The question is whether to foreignqualify the homestate entity or reincorporate somewhere new.…

• LLC vs S-corp: the payroll tax crossover

  Where the S-election starts paying for itself, and the narrow band where it probably still doesn't

  The LLC vs Scorp payroll tax crossover is a math problem dressed as a tax strategy. A singlemember LLC owes selfemployment tax on every dollar of net earnings; an Scorp owes…

• Three states still make you buy newspaper ads to form an LLC

  New York, Arizona, and Nebraska keep the publication requirement alive, with wildly different price tags and penalties

  Three states still require you to announce the formation of your LLC in a newspaper: New York, Arizona, and Nebraska. Pennsylvania dropped its version in 2022. What remains is a…

• You just got married. Your single-member LLC did too.

  Community property, Rev. Proc. 2002-69, and the paperwork that quietly changes the day the rings go on

  A singlemember LLC does not automatically become a twomember LLC the day you get married. What can change, quietly, is the tax character of the interest and who the IRS thinks…

• Planning for QSBS: what you actually have to do at formation

  Section 1202's 100% gain exclusion is the single largest tax break in the small-company code, and almost every disqualification is set on day one

  Section 1202 lets a founder exclude up to $10 million of federal gain on qualified small business stock, or ten times basis, whichever is larger. The requirements to qualify are…

• Keeping the veil intact: the hygiene that actually matters

  What separates a respected LLC from a personal checkbook in a lawsuit is boring, repetitive, and documentable

  The liability shield on an LLC or corporation is not a birthright. It is a disciplinary practice, and it can be pierced when a judge decides the owner has been using the entity as…

• Layering a holding company without paying tax twice

  Four structures that let money move from sub to parent without the IRS taking a second bite

  You own an operating company. You want a holding company above it, for liability, estate planning, or because the bank asked. The first question a CPA will ask back is whether the…

• When the process server shows up: a 30-day playbook

  What to do in the first hour, first week, and first month after your LLC gets served

  A certified envelope, a sheriff's deputy at the front desk, or a threepage PDF forwarded by your registered agent. Service of process starts a clock that almost always runs 20 to…

• Converting an LLC to a Delaware C-corp before the priced round

  Three paths, one clock, and the QSBS window that resets the day you close

  Converting an LLC to a Delaware Ccorp before a priced round is a fourtosixweek project, not a weekend one. The fastest path is a statutory conversion under 6 Del. C. § 265, which…

• How to read a Delaware franchise tax notice without panicking

  The six-figure bill on the first page is almost always wrong, and the statute tells you how to fix it

  The Delaware franchise tax notice that lands on a newly minted Ccorp in February usually quotes a number in the mid five figures, occasionally six. It is almost always wrong in…

• Dissolving cleanly at the end of 2021: the FinCEN overlay

  The old checklist still works, the Wayfair tail still bites, and now a federal beneficial-ownership report is on the far side of cancellation

  Closing an entity in December 2021 is still four filings and a return, the same architecture we walked through in January 2017 and rewrote for the Wayfair era in June 2019. The…

• Choosing a state when you don't live there, late 2021

  Thirty months after Wyoming's repackaging, what a non-resident formation actually buys

  If you live in California and you form a Wyoming LLC to escape the $800 annual tax, you will still owe the $800. That sentence is the whole article in one line, and everyone who…

• In-house vs commercial registered agent: the 2021 math

  Northwest at $125, CSC at the top, LegalZoom at $299, and a new federal reporting regime that does not actually touch any of them

  A commercial registered agent in 2021 costs between $125 and several hundred dollars a year, per entity, per state. Being your own registered agent costs nothing in fees and a lot…

• Foreign qualification or re-incorporation, the 2021 version

  The Corporate Transparency Act layers a federal filing on top of every state path, and the conversion statute keeps doing most of the work

  Foreign qualification vs reincorporation was a paperwork question in 2016, a paperworkplustax question by 2019, and in the back half of 2021 it is a…

• DBA vs LLC in August 2021: a new federal line between them

  The Corporate Transparency Act draws a reporting line around LLCs that the sole proprietor trading under a fictitious name sits outside of

  In 2021, the DBA vs LLC comparison picks up a new column. The Corporate Transparency Act, enacted January 1, 2021 as sections 6401 to 6403 of Public Law 116283, imposes a federal…

• C-corp vs S-corp in mid-2021: the §1202 question under threat

  The 21% rate is still 21%, the $10M QSBS exclusion is still law, and the Green Book proposes to cut both off at the knees

  The §1202 math still works in July 2021. A Ccorp founder who holds qualified small business stock for five years can exclude up to $10 million of gain (or 10x basis, whichever is…

• Sole prop vs SMLLC in 2021: the federal reporting line shifts

  Five years on, the liability-and-contracts case is unchanged, but a new FinCEN filing makes the SMLLC side of the ledger heavier

  Switch from sole proprietorship to a singlemember LLC the first time you sign an obligation that outlives the business. That rule is the same in 2021 as it was in 2016. What…

• LLC vs S-corp: the 2021 payroll-tax crossover, recalibrated again

  A $142,800 wage base, $164,900 and $329,800 thresholds, and a §199A regulatory regime that stopped moving

  The LLCvsScorp crossover has three moving numbers in 2021: the Social Security wage base at $142,800, the §199A taxableincome threshold at $164,900 for single filers and $329,800…

• Delaware vs Wyoming LLC: the 2021 math

  Five years on, the state fees have not moved; the federal filing cabinet has

  Delaware still charges $300 a year to keep an LLC on the rolls. Wyoming still lands around $60. Five years after the first pass at this math and two and a half after the 2018…

• Publication states in 2021: three left, and only one still hurts

  Two and a half years after the last review, Pennsylvania is off the list for good and the newspaper bill is still a New York City story

  Three states still make a new LLC pay a newspaper before the formation is complete. The list has been shrinking for a decade, and in the thirty months since our last…

• Adding a spouse to your LLC in 2021, after the CTA

  Rev. Proc. 2002-69 still governs the federal return; FinCEN now governs the second filing nobody has seen yet

  Adding a spouse to a singlemember LLC used to be a twoquestion problem: does the federal return stay on Schedule C, and does the state treat the couple as one owner or two. The…

• How to time a Delaware flip in 2021

  Thirty months after our first pass, the §1202 clock still restarts at conversion, the CTA now layers a federal filing on top, and a new administration has threatened the exclusion by name

  A Delaware flip in January 2021 is mechanically the same twoweek project it was in July 2018, and the §1202 fiveyear clock still restarts on the day the Delaware Ccorp issues…

• QSBS in December 2020: the statute hasn't moved, the use case has

  Thirty months after our first pass, IRC § 1202 is word-for-word the same, but the pandemic pushed a new wave of biotech and health-tech founders toward C-corp formation, and a new administration is talking about capping the exclusion

  A founder who formed a qualifying Ccorporation on January 2, 2020 is eleven months and change into a fiveyear clock that, if it runs, will let them walk away from a sale owing…

• Separate-entity formality in a pandemic year: the record a court will actually see

  Zoom minutes, DocuSigned consents, and a distribution schedule rewritten mid-crisis, all of it auditable

  Separateentity formality looked like a file cabinet in 2018. In November 2020 it looks like a shared drive, a DocuSign audit trail, a Zoom recording nobody quite knows whether to…

• Layering a holding company in October 2020: the stack after the 199A dust settled

  The DRD tiers are unchanged, the final 199A regs finally landed, and opportunity-zone holdcos changed the shape of the chart

  A holding company that owns an operating company can still be taxed twice on the same dollar, and the rules that prevent it have not changed in thirty months. What has changed is…

• A service of process letter in September 2020: the clock that used to be 21 days

  The federal answer deadline is unchanged, but the state orders running underneath it have moved in every direction at once

  A service of process letter in September 2020 still starts a 21day answer clock in federal court under Federal Rule of Civil Procedure 12(a)(1)(A)(i), and it still starts one…

• Reading a Secretary of State filing in 2020: the stamp is digital now

  Thirty months into a migration that COVID finished in a weekend, what a filed PDF proves and what it still does not

  A Secretary of State filing in August 2020 almost certainly arrived as a PDF. The paper copy with the raised seal, the wetink signature, and the stapled cover letter still exists,…

• The statutory trust in the middle of 2020

  Thirty months after we first wrote it up, the DST still works the same way; the exchange clock, the sponsor bench, and the investor base around it do not

  A Delaware statutory trust is still the only vehicle the IRS will treat as direct real property for a §1031 exchange, and that has not changed in the thirty months since we walked…

• The operating agreement, 2020 edition

  What COVID, the 2019 Delaware amendments, and the final §199A regs changed about the document that decides who wins

  Thirty months ago we wrote that an operating agreement is the document a court reaches for when the members of an LLC stop getting along. The basic architecture has not changed.…

• Splitting founder equity in 2020: the remote-team rewrite

  Thirty months after the last time we walked this, the benchmarks shift at the edges and the tax rules stay put

  Splitting founder equity in 2020 is still three decisions: the percentage split, the vesting schedule, and the buyout trigger. What is different from the version we wrote in…

• Converting an LLC to a C-corp in a pandemic market

  Thirty months after our first pass at this conversion, the statute is the same, the revenue ruling is the same, and the 21 percent rate has only made the math more decisive

  The term sheet still lands, even in April 2020. The wire still requires a Delaware Ccorp with a clean cap table, and the conversion from an LLC still runs through 6 Del. C. § 266…

• EIN strategy for a holding company, revisited in March 2020

  Four EINs for four entities was the old answer; the emergency-relief queue has not changed it, only made the filing order matter more

  A holding company with subsidiaries still needs one EIN per entity that has employees, excise exposure, or a bank account. That answer was true in October 2017 and it is true this…

• Foreign qualification in 2020: California, New York, Texas, and the Wayfair aftermath

  Two years after South Dakota v. Wayfair, the three biggest qualification states still charge the same headline fees and still bury the cost below the line

  A California foreign LLC still costs $70 to register, a New York foreign LLC still costs $250 plus publication, and a Texas foreign LLC still costs $750. The headline fees have…

• The §83(b) election in 2020: still paper, still 30 days, still unforgiving

  Two years into TCJA, the mechanics have not changed and the horror stories have not stopped

  You have 30 calendar days to postmark an §83(b) election, and in January 2020 the mailing mechanics are exactly what they were in 2017, 2010, and 1995. The IRS has not built an…

• Check-the-box in late 2019: the form, the math, and what TCJA changed

  Form 8832 still travels by mail, the 60-month door still closes, and §199A has quietly rewritten who wants which box

  A checkthebox election in late 2019 is the same onepage exercise it was two and a half years ago: Form 8832, a check mark, an effective date, a mailing envelope. What has changed…

• Member-to-member buyout, 2019: what changed after TCJA

  The technical-termination trap is gone, the basis-adjustment math is unchanged, and §199A is now in the sale price

  One member of a multimember LLC is buying another out in late 2019. The headline change since the 2017 version of this guide is that the technicaltermination rule under IRC §…

• How to budget for the first year of an LLC, 2019

  The filing fee is a rounding error; the rest of the line items have moved since 2017, and one of them came from the tax code itself

  A firstyear LLC budget in October 2019 looks different from the one we published in May 2017. The filing fees have barely moved. Almost everything else has. This is a walkthrough…

• Reading a Delaware franchise tax notice, 2019 edition

  HB 385 raised the cap, retooled the per-million rate, and pushed almost everything through the online portal

  A Delaware franchise tax notice in 2019 looks almost identical to the one a founder opened in 2017. The envelope, the file number, the two computed numbers, the March 1 deadline.…

• How to handle an annual report you missed, 2019

  Same fix, bigger fallout: post-Wayfair, a lapsed foreign qualification now compounds across every state you sell into

  You discovered it this August: the annual report was due in spring, nobody filed it, and the entity is now in bad standing in at least the state of formation and probably in three…

• Reading a certificate of good standing in July 2019

  Two and a half years on, more states email a signed PDF, more deals want one dated the day of closing, and the short-form remains the one you actually need

  A certificate of good standing in July 2019 is still a onepage letter from a Secretary of State saying your entity is on the rolls and current on what the state needs it to be…

• Dissolving cleanly in 2019: the Wayfair complication

  The state cancellation is one filing. The sales-tax tail from the two years you were collecting without knowing it is the harder part

  Dissolving an entity in June 2019 is still three filings and a return, but the list of states in which those final returns are due is longer than it was twentynine months ago.…

• How to choose a state when you don't live there, 2019

  The Wyoming-shell pitch was always shaky on foreign-qualification grounds. After Wayfair it is weaker still, because the sales-tax map now follows the customer, not the charter

  Eleven months after South Dakota v. Wayfair and thirty months after we first worked through the chooseastate question on this site, the right answer has not changed: form where…

• Registered agent in 2019: in-house or commercial, revisited

  The market has pulled apart at both ends; the answer for most founders is the same boring one

  A registered agent is still a statutory box to check, and in April 2019 the commercial market has stretched in both directions at once. The commodity tier is cheaper and noisier…

• Foreign qualification or re-incorporation, the 2019 version

  Wayfair rewired one side of the ledger, and the conversion statute rewired the other

  Two and a half years ago the choice between foreignqualifying an existing entity and reincorporating in the host state was mostly a paperwork calculation. In 2019 it is a…

• DBA vs LLC: the 2019 comparison

  Twenty-nine months after we first ran this comparison, Section 199A has flattened the tax side and left the liability shield holding the whole argument

  For 2019, the DBAversusLLC decision is almost entirely a liability question. The Tax Cuts and Jobs Act took the federal tax column off the table; a sole proprietor trading under a…