News & Insights

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

Understand Your Obligations Under the New Corporate Transparency Act

Archer attorneys, Gianfranco A. Pietrafesa (Franco) and Zhao Li co-authored the article, "Understand Your Obligations Under the New Corporate Transparency Act, recently published in CIANJ’s Commerce Magazine ." The Corporate Transparency Act (“CTA”), which became effective on January 1, 2024, will force more than 30 million privately-held companies to register with the federal govern­ment and disclose certain personal information about their owners and management. In their article, Franco and Zhao summarize a company’s obligations under the CTA. The CTA applies to companies formed in the U.S., as well as companies formed outside the U.S. and registered to do business in the U.S. The federal government will enforce compliance with significant civil and criminal penalties on companies, senior management and owners who fail to comply with the CTA. ...read more

Gianfranco Pietrafesa on Trusts as Members of NJ LLCs

Gianfranco A. Pietrafesa, a partner in Archer’s Business Counseling Group, continues his series of articles on New Jersey limited liability companies.  His latest article examines the issue of whether a trust or trustee is the member of a limited liability company, how a membership interest should be titled when it is held by a trust/trustee, and the consequences to a membership interest on the death of the settlor or trustee of a trust. ...read more

Understanding Your Obligations Under the Corporate Transparency Act (Updated November 2024)

QUESTION 6: WHAT IS A 25% OR MORE OWNERSHIP INTEREST?A person who owns or controls 25% or more of the ownership interests of the reporting company is a beneficial owner. Any of the following may be an ownership interest in a reporting company: ...read more

Forming a Business Entity: New Jersey, New York, Pennsylvania or Texas vs. Delaware

Clients often ask whether they should form their business entity in Delaware. Delaware is an ideal jurisdiction for public companies and private companies with venture capital and private equity investors. However, Delaware may not be ideal for a local business operating in New Jersey, New York, Pennsylvania, or Texas. For example, if a business is formed in Delaware, but will be operated in another state, the business will have to file papers and pay initial and likely annual fees in two states. For many clients, forming a business in New Jersey, New York, Pennsylvania or Texas is perfectly acceptable. This paper describes some of the advantages and disadvantages of forming a business entity in Delaware, and then outlines the initial and annual costs involved in forming a corporation or limited liability company in New Jersey, New York, Pennsylvania, Texas, and Delaware.There are some advantages of being a Delaware company, but they are probably not important to most small businesses operating in New Jersey, New York, Pennsylvania, or Texas. The advantages are: ...read more

Get Ready: CTA's Reporting Deadline is Fast Approaching

Despite legal challenges (see our advisory Nothing Has Changed with the Corporate Transparency Act), the Corporate Transparency Act (CTA) remains in effect and the Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury Department continues to implement and enforce the CTA. As a result, companies in existence as of January 1, 2024 are required to file their beneficial ownership information (BOI) reports before January 1, 2025.The analysis for determining whether a company is reporting or exempt and identifying its beneficial owners (which is a misnomer since it is not limited to owners) can be challenging and time-consuming, especially for a company with a complex ownership structure. Inadequate or hasty reporting heightens the likelihood of mistakes, inaccurate data, and potential non-compliance, which can result in significant civil penalties of up to $500 per day and criminal penalties of up to $10,000 and imprisonment for up to 2 years. As a result, now is the time to actively prepare to file the BOI report by the deadline. A best practice is for the company to designate a person responsible to identify beneficial owners and gather the necessary information and documents to file the BOI report. For a comprehensive analysis of the CTA, see our client advisory (Understanding Your Obligations Under the Corporate Transparency Act).Incidentally, a company formed or registered in 2024 is required to file its BOI report within 90 days of formation or registration. So, if such a company has not yet done so, it should immediately file to avoid penalties. We can assist companies with their analysis of their reporting obligations under the CTA. If you have any questions about the Corporate Transparency Act, please contact Gianfranco Pietrafesa at gpietrafesa@archerlaw.com or 201-498-8559, Zhao Li at zli@archerlaw.com or 856-673-7140, or any member of Archer’s Business Counseling Group.DISCLAIMER: This client advisory is for general information purposes only. It does not constitute legal or tax advice, and may not be used and relied upon as a substitute for legal or tax advice regarding a specific issue or problem. Advice should be obtained from a qualified attorney or tax practitioner licensed to practice in the jurisdiction where that advice is sought.  ...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

ABA’s Business Law Today Publishes Gianfranco Pietrafesa's NJ Guide to Conversions and Domestications of Corporations and LLCs

Business Law Today, a publication of the American Bar Association Business Law Section, has published the New Jersey Guide to Conversions and Domestications of Corporations and Limited Liability Companies, which was written by Gianfranco A. Pietrafesa, a partner of the firm and a member of its Business Counseling and M&A groups. Franco was a member of the committee that drafted the New Jersey Revised Uniform Limited Liability Company Act and is considered a leading authority on New Jersey limited liability companies. The Guide can be found at https://businesslawtoday.org/2023/11/new-jersey-guide-conversions-domestications-corporations-llcs and a PDF version can be downloaded here. About Archer Founded in 1928, Archer & Greiner, P.C. (Archer) is a full-service law firm serving Fortune 100 clients, small to medium-sized businesses and individuals. The firm provides litigation and transactional services in nearly every area of law, including business counseling, labor & employment, real estate, health care, intellectual property, family and matrimonial, personal injury, public finance, tax, trusts and estates, bankruptcy, land use and environmental law. With 175 attorneys, Archer has nine offices, including Voorhees, Hackensack, Princeton and Red Bank, NJ; Philadelphia and Harrisburg, PA; Wilmington, DE; New York, NY; and Houston, TX. ...read more

Gianfranco A. Pietrafesa Elected to Board of Directors of Commerce and Industry Association of New Jersey

Gianfranco (Franco) A. Pietrafesa, a partner in Archer’s Hackensack office, has been elected to serve on the Board of Directors of the Commerce and Industry Association of New Jersey (CIANJ), a leading advocacy group for business and free enterprise across New Jersey. He succeeds fellow Archer partner Thomas Herten, who had served on the CIANJ board for a number of years. Franco has also served as a member of CIANJ’s Manufacturing Forum and Family-Owned Business Forum since 2014 and 2017, respectively. ...read more

Drafting and Amending LLC Operating Agreements

Join partner Gianfranco A. Pietrafesa, who will be speaking at the NBI webinar, "Drafting and Amending LLC Operating Agreements." In this focused course, the speakers will outline key steps to LLC formation and provide you with techniques for addressing essential components of OAs. Attendees will gain actionable tips and tricks for preparing management and voting provisions, and will find out how to handle decision-making issues, discover different options for tax entity selection, and much more, including:  ...read more

The CTA Filing Deadline is Almost Here! Are You Ready?

Join partner Gianfranco A. Pietrafesa  who will be presenting the webinar, "The CTA Filing Deadline is Almost Here! Are You Ready?" With the December 31, 2024 filing deadline looming, this timely program, will summarize the Corporate Transparency Act, including how to determine whether a company is exempt or required to report and, if a reporting company, how to identify its "beneficial owners," which includes senior officers and persons with substantial control. ...read more

The Corporate Transparency Act (CTA)...Everything You Need To Know

Partner Gianfranco A. Pietrafesa, a member of the Business Counseling and M&A Groups, will be presenting, "Corporate Transparency Act (CTA) ... Everything You Need To Know" to the Greater New Jersey Estate Planning Council.  ...read more