News & Insights

The Business Lawyer's Quick Guide to Choice of Entity: Corporation vs. LLC

There  are  many  different  types  of  business  entities,  including  corporations,  general partnerships, limited partnerships, limited liability partnerships, limited liability companies, and even sole proprietorships. Historically, the most popular type of entity was the corporation, but in the last twenty years, the limited liability company (“LLC”) has become the entity of choice. In the co-authored article, “The Business Lawyer’s Quick Guide to Choice of Entity: Corporation vs. LLC,” attorneys Gianfranco Pietrafesa and Jason Zoranski summarize  some  of  the  general  advantages  and  disadvantages  of  (1)  a corporation taxed as a C corporation, (2) a corporation taxed as an S corporation, and (3) an LLC taxed as a partnership (with two or more owners) or a disregarded entity (with one owner). It then reviews the more important characteristics of these types of business entities and their tax treatment. ...read more

Steps to Interpreting NJ-RULLCA

It has been more than a decade since New Jersey overhauled its limited liability company (LLC) statute. Adopted on Sept. 19, 2012, the New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 et seq. (NJ-RULLCA) became effective on March 18, 2013, for newly formed LLCs and on March 1, 2014, for all LLCs. Only a handful of opinions interpreting the statute have been published by the courts since that time. ...read more

Awaiting Case Law, Amendments a Decade Into NJ-RULLCA

Partner Gianfranco Pietrafesa, a member of the firm's Business Counseling and Mergers & Acquisitions Groups, authored an article for New Jersey Lawyer magazine reflecting on the last decade since the enactment of the New Jersey Revised Uniform Limited Liability Company Act. Gianfranco has an extensive background in New Jersey LLC Law, as he was a member of the select committee that drafted the statute. ...read more

For Now, the Corporate Transparency Act Applies Only to Foreign Companies

On March 21, 2025, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) issued a press release with its interim final rules addressing the Corporate Transparency Act (“CTA”). On March 26, 2025, the interim final rules were published in the Federal Register. Also, FinCEN published two alerts as well as Questions and Answers about the final interim rules. ...read more

The End is Near for the Corporate Transparency Act

As we noted in our advisory on Friday, February 28, 2025, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) issued a statement announcing that: ...read more

FinCEN Says no Fines or Penalties for Failing to File by Current Deadlines

As we noted just a week ago in our advisory, companies required to file beneficial ownership information (“BOI”) reports with the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) under the Corporate Transparency Act (“CTA”) generally were required to do so by the new filing deadline of Friday, March 21, 2025. ...read more

Gianfranco Pietrafesa Appointed to Law360 New Jersey Editorial Advisory Board

Archer is pleased to announce that legal news publisher Law360 has appointed Gianfranco A. Pietrafesa, a partner in the firm’s Mergers & Acquisitions and Business Counseling Groups, to the Law360 New Jersey Editorial Advisory Board. The board is composed of leaders in their field who are uniquely positioned to provide feedback and share insights into New Jersey’s legal market helping inform Law360’s coverage. Gianfranco will serve as one of only 11 attorneys that have been chosen for the board. Law360 New Jersey is a daily online news resource that provides analysis and updates on the latest legal developments, trends, deals, litigation, and policies impacting New Jersey. ...read more

Gianfranco Pietrafesa Recognized by New Jersey State Bar Association

Gianfranco A. Pietrafesa, a partner of the firm and a member of its Business Counseling and M&A groups, was recognized by the New Jersey State Bar Association (NJSBA) on December 12, 2024 for appearing on behalf of the NJSBA as amicus curie in the New Jersey Appellate Division in Patel v. New Jersey Department of Treasury. The case involved an issue of first impression under New Jersey’s LLC statute, NJ-RULLCA, and resulted in a published opinion (479 N.J. Super. 26 (App. Div. 2024)). Gianfranco was a member of the select committee that drafted New Jersey’s LLC statute, has written and lectured extensively on NJ-RULLCA, and is considered an authority on the subject. ...read more

Gianfranco Pietrafesa Argues LLC Issue in New Jersey Appellate Division

Gianfranco A. Pietrafesa, a partner in the firm, and a member of its Business Counseling and M&A groups, argued an appeal in the Appellate Division of the Superior Court of New Jersey. He appeared on behalf of the New Jersey State Bar Association, which was amicus curiae (i.e., friend of the court) in the case. The Appellate Division recently issued its published opinion in the case where it confirmed that the New Jersey Revised Uniform Limited Liability Company Act does not authorize an LLC to file a document to cancel a certificate of dissolution and/or termination, even if the certificate was filed erroneously.  The NJSBA has released its Bar Report with commentary to the decision. According to Gianfranco, the decision is important because it establishes that a court order is necessary for an LLC to rescind a certificate of dissolution and/or termination and it provides guidelines on how to do so. In essence, an LLC would have to prove sufficient facts to convince a trial court to use its equitable powers to rescind such a certificate. Gianfranco was asked to write the legal brief and argue the appeal because he is considered an authority in NJ LLC law. He was a member of the select committee that drafted the New Jersey Revised Uniform Limited Liability Company Act and he has written many articles and given many presentations on NJ’s LLC law. ...read more

2025 Business Law Symposium

Archer partner Gianfranco A. Pietrafesa will be serving as the moderator and a speaker at the “2025 Business Law Symposium.” Joining Franco as a speaker at this year’s event will be Archer partner Kate A. Sherlock. Co-sponsored by the New Jersey Institute for Continuing Legal Education (NJICLE) and New Jersey State Bar Association’s Business Law Section, the Symposium brings together attorneys, accountants and other professionals to explore the latest trends in and challenges for business. ...read more

What’s New with LLCs?

Partner Gianfranco A. Pietrafesa will be moderating his annual “What’s New with LLCs?” seminar at the New Jersey State Bar Association Annual Meeting. Franco brings his extensive background on New Jersey LLC law to the panel having served on the select committee that drafted the New Jersey Revised Uniform Limited Liability Company Act. ...read more

Help Clients Defend Their Interests and Mitigate Legal Risks

David Weinstein and Gianfranco Pietrafesa will be presenting the National Business Institute webinar, “Help Clients Defend Their Interests and Mitigate Legal Risks.” Attendees will learn effective strategies on how to resolve LLC owner disputes using real-practice examples and tips. ...read more