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Articles 26 results
Articles
04.01.2024
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.
Articles
01.02.2024
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.
Articles
05.14.2018
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.
Client Advisories 9 results
Client Advisories
04.10.2024
An Update on the NY LLC Transparency Act
The federal Corporate Transparency Act (the “CTA”) became effective on January 1, 2024. However, it is not the only legislation requiring the disclosure of a private company’s beneficial owners. On December 22, 2023, New York Governor Kathy Hochul signed the New York LLC Transparency Act (the “NYLTA”). On March 1, 2024, she signed a chapter amendment to the same, which amended certain provisions and prescribed final rules for the NYLTA. Among other changes, this amendment postponed the NYLTA’s original effective date of December 21, 2024. Now, new LLCs formed or registered after January 1, 2026 must comply with the NYLTA within 30 days of formation/registration and LLCs existing prior to January 1, 2026 must comply by January 1, 2027.
Client Advisories
03.25.2024
Nothing Has Changed with the Corporate Transparency Act
On March 1, 2024, a federal district court in Alabama ruled that the Corporate Transparency Act (“CTA”) is unconstitutional and enjoined FinCEN from enforcing the CTA against the plaintiffs. We will spare you the details of the court’s decision in National Small Business United v. Yellen, No. 5:22-CV-1448-LCB, (N.D. Ala. Mar. 1, 2024). However, the injunction applies only to the plaintiffs in the Alabama lawsuit. In this regard, on March 4, 2024, FinCEN issued a press release essentially implying that it will continue to enforce the CTA against everyone except the plaintiffs in the Alabama lawsuit. On March 11, 2024, the U.S. Treasury Department filed an appeal to the U.S. Court of Appeals for the Eleventh Circuit.We cannot predict how the Eleventh Circuit will decide the appeal, but regardless how it rules, it seems likely that the case will be appealed to the U.S. Supreme Court. In that event, it seems unlikely that the issue would be resolved by the end of the year. Further, the federal court in Alabama provided Congress with an outline on how to amend the CTA to make it constitutional, so that is a possibility. We do not believe that the CTA will go away, so our advice at this time is as follows:
Client Advisories
03.05.2024
Does Your NJ LLC Have a Limited Duration?
If your New Jersey limited liability company (LLC) was formed prior to March 18, 2013, you should check your LLC’s certificate of formation to see if it has a limited duration of 30 years. If so, you will need to amend the certificate to give your LLC a perpetual life. Otherwise, your LLC may be automatically dissolved after 30 years.
Press Releases 16 results
Press Releases
11.06.2023
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.
Press Releases
11.08.2022
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.
Press Releases
09.15.2022
Gianfranco A. Pietrafesa Receives the 2020 NJICLE Alfred C. Clapp Award
Archer & Greiner is pleased to announce that Gianfranco A. Pietrafesa, a partner in the firm’s Hackensack office, has received the prestigious 2020 Alfred C. Clapp Award for Excellence in Legal Education from the New Jersey Institute for Continuing Legal Education, the educational arm of the New Jersey State Bar Association.
Speaking Engagements & Seminars 56 results
Speaking Engagements & Seminars
05.16.2024
Gianfranco Pietrafesa & Mark Oberstaedt to Speak on LLCs at NJ State Bar Association Annual Meeting
Partner Gianfranco Pietrafesa will be moderating his annual “What’s New with LLCs?” seminar at the New Jersey State Bar Association Annual Meeting. Gianfranco 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. Joining him on the panel will be partner Mark Oberstaedt.
Speaking Engagements & Seminars
05.09.2024
Gianfranco A. Pietrafesa and Shamila R. Ahmed, members of the firm's Business Counseling and Merger & Acquisitions Groups, will give a presentation on New Jersey LLC law to members of the Hudson-Bergen Inn of Transactional Counsel. The presentation information is as follows:
Speaking Engagements & Seminars
04.11.2024
Gianfranco A. Pietrafesa, a partner in the firm's Business Counseling and Merger & Acquisitions Groups, will lead a presentation on “A Fresh Look at Contract Boilerplate” to members of the Hudson-Bergen Inn of Transactional Counsel. The presentation information is as follows: