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

Delaware Amends Trade Name Registration Rules

UPDATE: On May 27, 2025, Delaware delayed the effective date of the new trade name registration rules from June 2, 2025 to February 2, 2026.  The Delaware Division of Revenue will issue an FAQ guide prior to the extension date.  In the meantime, Delaware trade name filings will continue to be handled at the applicable county. ...read more

Patrick Papalia Quoted in Law360's The Barometer Newsletter Article, "Litigators Strategically Deploy Remote Depositions"

Patrick Papalia, Archer Business Litigation Partner, recently provided insight on the uptick in remote depositions for Law360's global newsletter, The Barometer. Alaina Lancaster's article, "Litigators Strategically Deploy Remote Depositions," addresses multiple attorneys views on opposing counsel using remote depositions to gain a tactical advantage. ...read more

Patrick Papalia Interviewed for the New Jersey Law Journal Article, "A Matter of Strategy Now: Remote Depositions Are Becoming a Tactical Issue"

The New Jersey Law Journal article, "A Matter of Strategy Now: Remote Depositions Are Becoming a Tactical Issue," discusses the strategic aspect to the choice between in-person and remote depositions. Archer Business Litigation Group Partner Patrick Papalia was interviewed by NJ Law Journal's Charles Toutant and discusses why he prefers to conduct in-person depositions throughout the article. ...read more

James M. Graziano Quoted in The Philadelphia Inquirer Article, "N.J. breweries are fighting rules they say are holding them back"

James M. Graziano, Partner in Archer's Voorhees office, was recently quoted in The Philadelphia Inquirer article, "N.J. breweries are fighting rules they say are holding them back." The article addresses the regulations guiding food and entertainment in breweries, put in place by The New Jersey Division of Alcoholic Beverage Control's (ABC), and how the guidelines affect the experience for consumers. ...read more

Archer Adds Corporate Attorney Justin Csik

Archer is pleased to announce that Justin D. Csik has joined the firm as a partner in its Corporate Group Practice Group in Voorhees. With more than a decade of experience advising clients across a broad spectrum of corporate and commercial matters, Justin’s addition supports Archer’s continued strategic growth. His diverse background strengthens the firm’s capabilities and adds depth to its bench in high-level corporate counseling and complex deal execution. ...read more

Archer Adds Leading Tax Attorney Bozena Diaz

Archer & Greiner announced today that Bozena (Bonnie) M. Diaz has joined the firm’s Hackensack office as a partner in its Corporate and Tax Groups. Bonnie, who joins from Cullen and Dykman LLP in New York, where she served as Chair of the Tax Department, advises clients on a comprehensive range of general and transactional tax issues related to domestic and international mergers, acquisitions, spinoffs, joint ventures, and more. ...read more

Archer Welcomes Zara Wallace as Of Counsel

Archer & Greiner, P.C. is pleased to announce that Zara A. Wallace has joined the firm’s Philadelphia office as Of Counsel in the Corporate Group. Zara brings a wealth of experience in complex securities and business transactional matters, with an emphasis on structured finance. He represents financial institutions, private equity funds, portfolio companies, startups, and other public and private businesses operating across a wide range of industries. ...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