News & Insights

More NJ Case Law on LLCs Would Aid Attys, Litigants, Biz

In a recent article for Law360, Archer partner Gianfranco Pietrafesa, a member of the firm's Corporate Group, highlights the lack of New Jersey case law interpreting the New Jersey Revised Uniform Limited Liability Company Act (NJ-RULLCA). Since LLCs are the most widely used business entity in the state, the limited number of published opinions creates uncertainty for attorneys, litigants, and businesses seeking clarity on key governance and statutory issues. ...read more

When the Statute is Your LLC Operating Agreement

In this article, author Gianfranco Pietrafesa cautions against forming a New Jersey LLC without legal guidance, noting that while it's easy to do online, it may lead to unintended consequences. He concludes by emphasizing the importance of hiring an experienced attorney to draft a proper operating agreement, as relying on default state laws (NJ-RULLCA) may result in terms that don’t align with the members' intentions. ...read more

The Importance of Corporate Meeting Minutes

In this article, attorneys Gianfranco Pietrafesa and Jiyoung Won highlight the importance of meeting minutes for both legal compliance under New Jersey law and sound corporate governance. It outlines when minutes should be prepared, what they should include, and emphasizes that attorneys should consult the New Jersey Business Corporation Act and key legal texts to ensure proper documentation practices. ...read more

NY Department of State Publishes Forms for NY LLC Transparency Act

As a follow-up to our recent client advisory on the New York LLC Transparency Act (the “NYLTA”), which became effective on January 1, 2026, the New York Department of State has published its form of Initial Beneficial Ownership Disclosure. Also, it has published a list of exemptions from disclosure and a form of Initial Attestation of Exemption. Finally, it has published filing instructions, Frequently Asked Questions, and a form of governmental agency Request to Access Beneficial Owner Information. ...read more

The NY LLC Transparency Act Applies Only to Foreign LLCs

The New York LLC Transparency Act (the “NYLTA”) is scheduled to take effect on January 1, 2026. It is modeled after the federal Corporate Transparency Act (the “CTA”) and in many ways resembles the CTA. For example, the NYLTA refers to the definitions of “beneficial owner,” “applicant,” “reporting company” and “exempt company” under the CTA and adopts the same 23 exemptions from reporting under the CTA. Please review our client advisory for a summary of the NYLTA. In March 2025, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) issued its interim final rules for the CTA, which had the effect of limiting the filing of beneficial ownership information (“BOI”) reports to foreign (meaning, non-U.S.) companies registered to do business in the U.S. Please review our client advisory for a summary of the current state of the CTA. In response, New York lawmakers passed Senate Bill S8432, which would have amended the NYLTA to require NY LLCs and out-of-state LLCs authorized to do business in New York to file beneficial owner disclosure (“BOD”) statements with the New York Department of State (the “Department”). However, on December 19, 2025, New York Governor Kathy Hochul vetoed Senate Bill 8432. As a result of the veto, only foreign (meaning, non-U.S.) LLCs authorized to do business in New York are required to file BOD statements (or attestations of exemption). New York LLCs and out-of-state LLCs authorized to do business in New York will not be required to file. This is in line with FinCEN’s interim final rule limiting BOI reports to non-U.S. companies.Non-U.S. LLCs authorized to do business in New York on or after January 1, 2026 are required to file BOD statements within 30 days of receipt of such authorization. Foreign LLCs already authorized to do business in New York prior to January 1, 2026 must file BOD statements by January 1, 2027. On November 3, 2025, the Department issued a memo noting that the NYLTA is currently limited to non-U.S. LLCs. The memo also stated that BOD statements would be filed electronically and that forms, instructions and FAQs would be forthcoming. The Department has established a website for Beneficial Owner Disclosure, which states that the form of BOD statements will be available on January 1, 2026. We will report on further developments as they occur. If you have any questions, please contact Gianfranco Pietrafesa at gpietrafesa@archerlaw.com or 201-498-8559, or any member of Archer's Corporate 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

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

Gianfranco A. Pietrafesa Nominated as Fellow of the American College of LLC & Partnership Attorneys

Archer & Greiner is pleased to announce that partner Gianfranco (“Franco”) A. Pietrafesa has been nominated as a Fellow of the American College of LLC & Partnership Attorneys (“the College”). This prestigious honor is a testament to Franco’s exceptional achievements in the field and is reserved for attorneys, judges, and professors who have achieved prominence in limited liability company and partnership law and demonstrated leadership within the legal profession. ...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 Corporate 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 Corporate 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

Business Law from A to Z

Partner Gianfranco Pietrafesa will be presenting the session “Choice of Entity and Formation Documents” at the National Business Institute program, Business Law From A to Z. ...read more

Choice of Entity and Formation Documents

Partner Gianfranco Pietrafesa will be presenting the session “Choice of Entity and Formation Documents” at the National Business Institute program, New Jersey Business Law 2026. The presentation will focus on entity formation and document drafting, including the following topics: ...read more

LLC's from A to Z

Archer partner Gianfranco Pietrafesa will be presenting the NJICLE program “LLC’s from A to Z.” This seminar will guide New Jersey attorneys working with business clients through the lifecycle of an LLC. ...read more