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What Every Matrimonial Attorney Should Know About Businesses and Their Structure.

By Charles F. Vuotto, Jr., Brett R. Harris and Scott Maier

Matrimonial attorneys are required to deal with numerous forms of businesses of a marriage. This article outlines the various structural forms that businesses can have, and highlights the basic differences in terms of tax reporting, liability and other aspects of administration.

As matrimonial attorneys, we are most interested in determining the following with regard to a business:

. The benefit stream derived by the business owner(s) (e.g., income, distributions, perquisites, etc.);

. The fair value of the litigant’s ownership interest in the business for purposes of equitable distribution.

This article will focus on characteristics of the various forms of business and their respective structures.

Businesses primarily take one of the following forms:

  1. Sole Proprietorship
  2. General Partnership
  3. Limited Partnership
  4. C Corporation
  5. S Corporation
  6. Professional Corporation
  7. Limited Liability Company


While other entity forms exist, such as trusts which may be established as investment vehicles and non-profit corporations or unincorporated associations to pursue charitable endeavors, the foregoing comprise the vast majority of entities engaged in for- profit businesses.


In reviewing types of entities, it is important to distinguish between those in which the owners retain personal liability in conjunction with the acts of the business- such as a sole proprietorship and a general partnership-and those entities that absorb the liabilities associated with the business and, for the most part, shield the owners from such exposure personally. The later, referred to as artificial entities, are structures whose existence arises from public record filings of formation documents with the appropriate governmental office.

Statutory precedence for corporations and limited liability companies in New Jersey has always provided for formation of such entities at the state level. Historically, limited partnerships had been created in New Jersey at the local level by filings with county clerks, but in the 1980s the venue for filing was transferred to the state level, and the county clerks were required to transmit to the secretary of state copies of all limited partnership filings at that time for a transfer of recordkeeping.1


  In 1998, all commercial recording responsibilities2 of the New Jersey Department of the Treasury.3 Although many still refer to filings with the secretary of state, the correct references is to the New Jersey Department of the Treasury, Division of Revenue.4

Since this discussion is directed to matrimonial attorneys, we now address the following areas of each of the aforementioned business structures:


  1. Reasons for the different types of entities
  2. Method of formation


  1. How ownership is maintained and assigned
  2. How income is reported to federal and state taxing agencies
  3. How the owners receive and report income
  4. How distributions are reported
  5. How balance sheets (assets/liabilities/retained earnings) are reported.



Sole proprietorship (SP) is the most basic business format. In fact, it is not a separate entity but rather refers to a business organization that in essence, mirrors the individual owning the entity. This form of ownership, for obvious reasons, is only available to a single owner, and may not be used when more than one person (whether the individual is a spouse, family member or unrelated) desires to form a business. The SP has no formal requirements for formation or operation, nor are documents required to be filed with state or municipal entities for creation. However, if the owner will “conduct or transact business under any assumed name, or under any designation, name or style, corporate or otherwise,” other than their real name, a trade name certificate must be filed with the clerk of the county or counties where business is transacted.5

The SP is the easiest type of business structure to create and maintain in terms of start-up and administrative costs, making it a frequent choice for owners who require a less sophisticated ownership structure. However, since the sole proprietorship model does not constitute a separate entity distinguishable from the individual owner, it affords no shelter to shield the assets of the owner from debts and liabilities arising from liability incurred during the course of the business. The owner is personally responsible and liable for all obligations’ of the business, irrespective of how much he or she has invested into the venture or how much profit has been derived, if any .Accordingly, this is typically not a business organization format recommended by attorneys to their clients.


Interests in an SP are not transferable in themselves, since no defined interest exists. An individual is, of course, free to convey assets used in the operation of a business, subject to rights of creditors and lien holders. A disadvantage of the individualized nature of ownership of the SP is a lack of continuity for the business beyond the owner’s death. No formal dissolution process exists upon the cessation of operations (whether by death of the owner or abandonment of the venture).

For tax reporting purposes, no separate filing is made at the state or federal level for the SP. All profits and losses are personal to the owner .The income and expenses of the business are reported on Schedule C of the individual’s income tax return, with the owner being deemed to receive all net income (the bottom line of the business operations). Net income is subject to both income taxes and Social Security taxes. No clear delineation is made to show distributions of profit or income from the business to the owner. Typically, a separate balance sheet is not generated for the SP for income tax purposes.

As an aside, note that, for any business, regardless of form, separate, compiled, reviewed or audited financial statements can be generated, which would include a statement of assets , liabilities and equity/balance sheet for the entity as well as a statement of revenues and expenses. However, since most owners of SPs, in the author’s experience, do not maintain separate balance sheets, determining the value of the ownership interest of a party to a matrimonial action in such a business might be made more difficult, especially in a capital-intensive business.

Practice Tip: Since by definition a sole proprietorship is only owned by one individual, the chances that the business owner will be deterred by anything more than feelings of guilt or exposure to the IRS are very small. Certainly there are no business partners to question these expenditures or how they are recorded. Therefore, you can expect to see a significant amount of perquisites being charged on the business’s Schedule C, including some unique items such as expenses related to the business use of the owner’s residence, travel and entertainment and vehicle expenses.


       As set forth in the Uniform Partnership Act of 1996 (as adopted in the state of New Jersey), 6 a partnership is an association of two or more individuals to carry on a business for profit, as co-owners. In its most basic form, being a general partnership, the entity arises from the association of the partners rather than from the filing of any formal certificate, but the partners may file a statement addressing certain partnership matters with the  Division of Commercial Recording.7 Partnerships are required to comply with the assumed name certificate requirements imposed on those operating sole proprietorships as discussed above,8 and also are required to file a statement in the office of the clerk of the county where they are conducting or transacting business if the designation “and company” or “& Co.” is used as part of their firm or partnership name.9

     Partnerships may organize in the form of a limited partnership under the New Jersey enactment of the Uniform Limited Partnership Law of 1976, 10 which requires formation by filing a certificate of limited partnership with the state. There are some attendant start-up costs that do not apply for general partnerships, but the administrative cost to legally form either type of partnership is not overly burdensome because of limited regulation under the statutory authority. In terms of the administrative time and expense required to generate a partnership agreement between and amongst the partners, the partners themselves determine the time and money necessary to affect such a document.

Although a partnership is, in fact, a legal entity distinct from its partners, 11 it is viewed under the law as an aggregate composed of its partners. Members of a general partnership, and general partners of a limited partnership, are fully and severally liable for the debts and obligations of the partnership. Such liability may be in excess of the amounts invested by such partners, and will not be limited to the extent of distributions or allocations to such partners.

A limited partnership addressed certain personal liability issues pertaining to the partners. A limited partner in such an entity maintains personal liability only to the extent of their investment. In other words, a limited partner’s investment (of time, reputation and money) may be at risk in that the entity in which they invested may go bankrupt; however, as long as certain statutory definitions are met, the creditors of the limited partnership may not pursue the limited partners of the entity beyond that investment. Having said this, it is imperative that the partners of such a business keep in mind that this business structure has operational limitations, since limited partners cannot be actively involved in managing the business. Limited partnerships have frequently been vehicles for real estate, the article or other investments, and also had been prevalent entity choices for those in service industries in light of restrictions on professionals operating under a corporate structure (professionals cannot use an entity to shield personal liability for malpractice).

With the advent of limited liability companies and professional service corporations, the use of limited partnerships has declined in recent years for business entities, although partnerships remain a stable for certain estate planning techniques.

Ownership interests in any type of partnership are not freely transfer able, because a change in these interests constitutes a change in the association underlying the partnership. Admission of new partners is also subject to approval of the other partners, so it is unlikely (beyond the cases frowning upon such transfers) that any partnership interest would (or indeed could) be conveyed in a property settlement, although a spouse may have an entitlement to a share in the profits or distributions received from the partnership. This entity type is susceptible to lack of continuity upon the death or dissociation of a partner, which may result in termination of the partnership unless the parties’ agreement provides otherwise. A certificate of cancellation must be filed with the state at such time as a limited partnership dissolves and commences winding up the partnership or at such other time as there is no limited partners.12

After dissolution, a partner of the former general partnership may file a statement of dissociation, 13 and trade name dissolution may be filed relating to any trade name certificates previously filed for the partnership.14

    Partner’s rights to income are based on their respective percentage interests in the partnership, unless otherwise agreed upon. All such arrangements should be explicitly reflected in a written partnership agreement.

Although generally no tax is imposed directly on the partnership itself, every partnership (with  narrow exception) must file a federal Form 1065, and any partnership having a New Jersey resident partner or deriving any income, gain, or loss from New Jersey sources must file a New Jersey Partnership Return, From NJ-1065. Individual partners are subject to tax on their distributive share of the partnership’s income, and must report the amount of net income derived from the partnership on their personal income tax return, whether or not the income was actually distributed. The partnership is required to issue Schedule K-1s to each partner showing the partner’s distributive share of the partnership’s income (loss), distributions, equity, etc. Distributions by the partnership are shown on Form 1065, Schedule M-2 and Schedule K-1, and a balance sheet for the business of the partnership will be found on Schedule L to Form 1065.

Because of the requirement of a balance sheet, as well as additional information which is required by From 1065 (as opposed to the sole proprietorship’s Schedule C), financial data on the value of an owner’s interest may be more readily identifiable in matrimonial cases where such valuations are necessary.

Practice Tip: Many of the partnerships you will encounter in your practice are real estate partnerships, which generate rental revenues and related expenses. If you look at such an entity’s income tax return, you may see that the entire first page has no amounts filled in. This does not mean that there was no activity or income/loss for that period for the entity. Rental activities are reported a supporting schedule to the tax returns. So look at the Schedule K (page 3) on the return as well as the supporting schedules attached to the return. Also, the partnership (as well as the other entities discussed below) must contain a balance sheet on page 4 of its return. This reveals a lot of information about the entity.


     Corporations for profits are organized in New Jersey under the New Jersey Business Corporation Act.15 Corporations are creatures of statute, and are created by filing a certificate of incorporation with the state. Upon proper formation, corporations are considered, legally, to be persons with certain rights and obligations under the law, as do natural persons, or individuals. Since a corporation is viewed as distinct from its owner, it is able to incur its own liabilities, and the shareholders will be shielded from personal liability, absent extra ordinary circumstances, which would justify piercing the corporate veil. In essence, the corporate veil can only be pierced, under the law of most jurisdictions, if the corporation was formed to, or is operated in a way to, defraud creditors of the entity. Otherwise, the liability of the owners is limited to the amount they pay for their shares of stock (similar to that of a true limited partner as discussed above).

Corporations are managed based on a three-tier structure of shareholders, directors and officers. Shareholders or stakeholders are those with equity/ownership interests in the business: A corporation may have one or many shareholders, and depending upon the type of corporation, shareholders may be individuals or other distinct entities. Generally, directors are empowered with overall management of the business, and officers carry out the day-to-day operations.

Shareholders elect the directors (who may, but need not be, shareholders), and shareholders retain the right to directly vote on certain material corporate life-cycle events under applicable law. Generally, however, they are not involved, as shareholders, in the decision-making for the business.

The directors have a fiduciary duty to the shareholders and the corporation, and have the power to elect officers to carry out the determinations of the board in the administration of the business.

Corporations range from publicly held corporations, whose shares are traded on the various exchanges or markets, where the board management structure is critical to the ability of the corporation to operate, to closely held corporations, where the shareholders and directors may be similar or identical. In closely held companies, the shareholder may be involved in all aspects of decision making, but in their dual role as a director, not as a shareholder.

Regardless of the size of the enterprise, the corporate statutes provide for formality of corporate statutes provide for formality of corporate governance, resulting in greater administrative burdens of corporations as compared to other business entities.

Because the ownership of corporations is ultimately vested in the shares of ownership, and not the people owning the shares themselves (a legal distinction which may seem insignificant but one that is the basis for most of the corporate law promulgated), corporations are able to have perpetual existence; the business does not terminate upon transfer of shares or death of owners. Shares in a corporation are freely transferable, absent restriction in an agreement among the shareholders such as buy-sell or shareholder agreements (which are typical in a closely held corporation) and subject to applicable securities laws.

For income tax purposes, unless certain elections are properly filed at the federal and state level, all corporations are considered C corporations. This, as we will discuss below in conjunction with S corporations, is an important distinction to draw. One of the greatest drawbacks of the corporate structure as a C corporation is double taxation (35 percent is the current top marginal federal tax rate for a C corporation; state rates vary).

Income tax is levied upon corporate profits and, in addition, upon dividends or distributions paid to the shareholders (currently taxed at 15 percent for federal purpose and various rate depending upon the state). These dividend taxes are levied at the personal level to the shareholder.

Even though losses for corporations, at the corporate level, may, under certain circumstances, be carried forward or back to other years, these losses cannot be personally carried over to be deducted on the individual’s return. Therefore, if the shares are sold before the tax benefit of the losses can be realized, the individual owner may never receive the pecuniary benefit of the losses for income tax purposes.

Corporations report income by filing federal Form 1120. The corporate balance sheet can be found on this form at Schedule L; dividends are reported on Schedule M2.

In New Jersey, corporations are subject to the Corporation Business Tax Act, 16 and must file Form CBT-100 Corporation Business Tax Return. Taxes may also be payable on corporate assets in addition to income, depending upon the jurisdiction. Overall, tax compliance matters for corporations are more burdensome than for other entities. Also, because of all of the state filing requirements, as well as the fact that the corporation is its own legal entity requiring much more time and effort in its maintenance (e.g. corporate directors/shareholders meetings must be had and minutes taken and kept, tracking of owners, etc.), the relative administrative costs dwarf those of the partnerships or sole proprietorships.

The actual difference in the tax burdens for a C corporation share holder as compared to an S corporation or partnership equity holder requires a lot more discussion, which is not relevant for the purposes of this article. However, since the reduction of the top C corporation income tax rate from 40 percent to 35 percent, and the abatement of the dividend rate to 15 percent, the double taxation penalty associated with the C corporation has been greatly mitigated when set against the individual’s top federal marginal income tax rates.

A typical matrimonial matter that deals with the existence of closely held businesses usually reflects those businesses owned under the umbrella of an S corporation, not a C corporation. Therefore, the authors will not enter into an extensive discussion of valuation issues for the C Corporation at this time. When assessing publicly traded corporate investments, valuation and determination of cash flow are relatively easy to quantify by utilizing public information and trading values as of the date of the matrimonial complaint or date of resolution of the matter.

Practice Tips: Pages 2 and 3 of the corporate income tax return contain a lot of additional essential information about the activities and ownership of the entity. This should, at a minimum, be reviewed by anyone valuing the entity or determining ownership or cash flow from the business. Do not ignore this data just because it is not numerical in nature.


         S corporation refers to those small business corporations that have elected and qualified to be treated as such under federal and state law. An S corporation avoids the double taxation issue as it provides for profits and expenses to be passed through to the individual stockholders, much the same way as in a partnership, generally resulting in no federal income tax to the corporation as an entity. For those that have elected to be treated as an S corporation in the state of New Jersey,17 the corporate tax is not eliminated; However, New Jersey S corporations pay a lower corporate tax rate, and the shareholders report their pro-rata share of S corporation income on their New Jersey individual income tax returns.

S corporations are formed as business corporations and have the same liability protections, organizational structure and corporate formalities. There are limitations, however, regarding which corporations are eligible to be S corporations. For federal tax purposes, they must be a domestic corporation (formed under the New Jersey Business Corporation Act or comparable legislation in other states). Further, the entity must have no more than 75 shareholders. Shareholders must be individuals, estates or certain types of trusts (but no other types of entities); and no nonresident aliens may be shareholders.

Only one class of stock is permitted for S corporations (disregarding differences in voting rights), which makes the structure less attractive to venture capitalists or other investors. In order to be treated as an S corporation, each shareholder must consent to such be filed on applicable federal and state forms within prescribed time periods.

Taxes are reported on federal Form 1120S, which is the same as Form 1120 except with one notable addition, Schedule K and K-1s. Similar to the process for partnerships, Schedule K-1s are issued to Subchapter S shareholders showing pass through income and distributions. Distributions are shown separately on Schedules K-1. Schedule K is merely all of the Schedule K is merely all of the Schedules K-1s aggregated on the income tax return.

In valuating an S corporation for purposes of equitable distribution it is important to be aware that an S corporation’s income is taxed, not the cash flow to any particular owner. Therefore, income could be earned (and the applicable income taxes paid) without the distribution of those earnings to the owner in the same period. Conversely, previously taxed earnings might be distributed to the owners of an S corporation in a period where no income is earned. This distinction warrants recognition because the matrimonial lawyer or accountant may be called upon to determine an S corporation’s value, based upon income as well as current or past lifestyle or income, based upon cash flow.

             Practice Tip: For any entity, it is essential (the authors cannot stress this enough) that the professionals studying the financial aspects of that entity understand all of the cash flow out from and into the entity in question. This, therefore, does not only include income from operations, but it also must include consideration of loans in and out of the company as well as distributions made to and contributions made by the owners of the entity. Without a full understanding of these issues, no meaningful financial analysis of any business can be completed.

This point is raised because the S corporation’s tax return (as well as those of the LLC and partnerships) contains two schedules, which lend an incredible amount of insight into the other sources of cash flow. The balance sheet (Schedule L in both instances) shows loan balances (both due to the company and by the company to its creditors) at the beginning of the period and at the end. By exploring the changing loan balances for the entity, one can learn a great deal about funds moving in and out of the entity. Likewise, the Schedule M-2 on these tax returns shows contributions and distributions made by exploring the changed in owner’s equity/capital during the period. So take heed, income generated by the entity may have a great deal to do with the actual funds moving into or out of a business.

Finally, even though a sole proprietorship does not generally file a balance sheet as part of its tax reporting, the practitioner should not be shy about asking the owner to supply all of the above-mentioned data in a separate analysis.

The authors note that this tip covers the partnership, S corporation as well as the derivatives of these entity types mentioned below.


             Professional corporations are the vehicle for those engaged in activities where negligence may arise from the performance of professional services that cannot be avoided, but liability protection is sought from negligence of others (not under their supervision) and from liabilities not arising from rendering of professional services. The Professional Service Corporation Act18 provides for incorporation of an individual or group of individuals to render the same professional service to the public for which such individuals are licensed under applicable law. Examples of personal services that may be rendered are those rendered by accountants, architects, professional engineers, physicians, dentists and attorneys. The individuals are also subject to the requirements of any regulatory bodies particular to their professions.

Only those who are licensed or legally authorized within the state to render the professional service may be shareholders of the entity, with an exception in the statute only for temporary ownership of shares by the estate of a deceased shareholder19 Therefore, the shares in a professional corporation could not be conveyed to a spouse in connection with a matrimonial settlement unless the spouse is properly qualified in the applicable profession.

This choice of entity is driven by the type of business to be performed rather than any tax effects. Professional corporations are generally presented as subchapter S corporations, subject to meeting subchapter S eligibility requirements and making proper elections. Otherwise they will be C corporations, as a default. In terms of all of the legal/tax attributes of such corporations, please see the discussions above applying to C and S corporations.


Limited liability companies (LLCs) have recently become a preferred choice of entity, and are the youngest type of business discussed in this article, the New Jersey Limited Liability Company Act having been first enacted in 1993 (and in many other jurisdictions, in similar time periods).20 LLCs are considered by many to be an ideal combination of the best of several entities affording the liability protections of corporations but permitting tax treatment like a partnership.

The entity is formed by filing of a certificate of formation with the state, but has minimal filing requirements thereafter. Owners are referred to as members, rather than shareholders; in lieu of directors, LLCs may have managers (or they may be member-managed), and officers can be designated but are not required. The structure affords greater flexibility in operations and management than the cumbersome procedures imposed upon corporations under applicable law. The subchapter S corporation eligibility requirements do not apply, giving potential for unlimited number and types of members and any capital structure desired.

One of the early drawbacks of the structure was that LLCs were only available for business with more than one owner, but the statute was revised in 1998 to permit for single-member entities.

Negatives include the lack of developed case law for guidance for operation of the entity and legal rights and obligations of its owners, causing uncertainly that may give discomfort to business owners and investors. The structure also is not always available to professionals, because of its limited liability nature. Interests in an LLC may be transferred, but there are some limitations in the act and they may be restricted by an operating agreement for the entity. Upon termination of the business, a certificate of cancellation is filed with the state.

If the LLC has only one owner, it may be classified for income tax purposes as if it were a sole proprietorship (referred to as an entity to be disregarded as separate from its owner). If there are two or more owners, it will automatically be considered to be a partnership, unless an election is made to be treated as a corporation. Taxes are therefore, either reported on Schedule C to an individual owner’s return for a single member LLC, or otherwise will be on Form 1065 with Schedule K-1s issued to members. Once again, the authors direct you to the appropriate discussion above.


             As touched upon early in the discussion of partnership above, for all types of entities other than SP, some type of agreement is necessary between or among the owners in order for them to come together to form an entity. Such an agreement may involve varying degrees of formality, and may be oral or written. The authorizing statutes do not expressly require a written agreement among business owners beyond the certificates required to be filed with the state. In fact, one of the main purposes of the various statutes is to provide gap fillers to set forth default rules by which entities will be operated in the event that no written agreement exists, or to address such matters that are not within the scope of the agreement among owners.

While the subject matter of agreement can vary greatly, the main topics that arise are the management and operation of the entity; capitalization and contribution requirements; allocation of profits and losses; potential for additional owners to join the entity; and transferability of interests, whether voluntary or involuntary. The authors strongly recommend that attorneys and other professionals involved in matrimonial proceedings specifically review the financial provisions of agreements in order to ascertain the value of the interest in the business. Further, special review should be given to transferability provisions as they often address valuation that may be agreed upon by the owners in certain contexts (buy-outs triggered by a designated event, such as death, disability, retirement, with drawal  or expulsion from the entity), providing for either permissive or mandatory buy-outs.

Agreements may provide for valuation by appraisal, by formula, by reference to certain information in the books and records or financial statements of the entity, or the parties may periodically issue an agreed-upon certificate of value. Some agreements may even include a specific provision to address the disposition of an interest in the event of divorce- an intention of the parties that the interest in the entity not be partitioned or transferred to the spouse in the proceedings. The enforceability of any such provision would depend on its specific terms and the underlying matrimonial action.

The documentation for partnerships is referred to typically as a partnership agreement, agreement of partnership, articles of partnership or joint venture agreement. An agreement for a corporation whether it is a C corporation, S corporation or professional service corporation can be under many titles, such as a shareholders’ agreement, stockholders agreement, buy-sell agreement or cross-purchase agreement. Agreements governing LLCs are usually referred to as operating agreements, although they may be known as membership agreements or Limited Liability Company agreements. None of these documents are required to be filed with the state upon formation of the entity, and are thus not a matter of public record, although they may be disclosed to third parties under certain circumstances, such as to lender in connection with financing of an entity.

The title of the agreement is not important. Rather, it is critical that discovery requests in a matrimonial action encompass any type of writings that memorialize agreements among business owners, whether they be formal or otherwise, in order to obtain as much information as possible regarding the operations and value of the entity. For example, in the corporate context, agreements among owners may also be reflected in the corporate documents, such as the certificate of incorporation (as filed with the state), bylaws and minutes, which would be included in the corporate record books.


             One hotly contested issue is currently being discussed in the community of experts pertaining to the valuations of pass-through entities versus those of similar characteristics, which are not pass-through entities (e.g. S corporations vs. C corporations). Because this is an ongoing unsettled area of discussion which, in and of itself could take up a chapter in a valuation text book, the technical aspects of the arguments will not be addressed here. However, in essence, the discussion (which has arisen out of the case of Gross v. Commissioner21 and its progeny, cases which deal with federal gift/estate business valuations) can be related as follows.

One school of thought says that the double taxation and higher tax rates associated with the non-pass through entities (i.e. the C Corporation) makes the future projected income streams, and therefore the values of such entities, less valuable than the same income streams and values of pass-through entities such as S corporations. The other school of thought is that no differences exist; at least no differences so great as to give rise to any adjustment to the entity’s value.

Practice Tips: The authors believe that, in light of the reasons stated above (i.e. the lower corporate federal tax rates and the lowering of dividend tax rates), there might be a slight adjustment (with emphasis on the word slight) to value warranted in certain instances. This adjustment, as is the case with all valuation adjustments, should be judged on a case-by-case basis.


             This article attempts to bring to light the differences, advantages and disadvantages of the various types of business entities that may be formed. The article also attempts to examine these differences in the context of the divorce action, which is a part of daily practice. The authors recommend that further discussion about each of the forms of entity, as well as the associated technical aspects, should be sought, where appropriate, with a professional (e.g. a business/transactional attorney, accountant, tax professional, business broker, etc.) whose practice focuses in this area before any decisions regarding forensic investigation, assessments of income/value or transfers are made in any specific instances.


(Author’s Note: This article is presented for informational purposes from a New Jersey law perspective and is not intended to constitute legal or tax advice. Every matter has special circumstances requiring its own analysis by legal counsel and tax advisors. The views expressed in this article are personal to the authors and do not necessarily represent those of their firms or their respective clients.)


  1. J.S.A. 42:2A-13.
  2. The Division of Commercial Recording was established pursuant to N.J.S.A. 52:16A-35.
  3. The transfer occurred as the result of Reorganization Plans No. 004-1998 issued by the Office of Governor, Christine Todd Whitman, on March 30 1998, codified at N.J.S.A. 13:1B-15.111.
  4. For more information regarding state filing procedures including online business services, refer to the New Jersey Business Gateway at state.nj.us/njbgs/index.html
  5. J.S.A. 56:1-2.
  6. J.S.A. 42:1A-1 et seq.
  7. J.S.A. 42:1A-6
  8. See text accompanying note 5.
  9. J.S.A. 56:1-1.
  10. J.S.A 42:2A-1 et seq.
  11. J.S.A 42:1A-9.
  12. J.S.A. 42:2A-18.
  13. J.S.A. 42:1A-43.
  14. J.S.A. 56:1-6.
  15. J.S.A. 14A:1-1 et seq.
  16. J.S.A. 10A-1 et seq.
  17. J.S.A. 54:10A-5.22a.
  18. J.S.A. 14A:17-1 et seq.
  19. J.S.A. 14A:17-10.
  20. J.S.A. 42:2B-1 et seq.
  21. C Memo 1999-254, aff’d 272 F.3d 333 (6th Cir. 2001).


Charles F. Vuotto, Jr. is a shareholder of the law firm of Wisents, Goldman & Spitzer, P.A., headquartered in Woodbridge, and a part of the firm’s matrimonial law team. Brett R. Harris is a shareholder of the firm, and a part of the business law team. Scott Maier is a CPA and a partner in the accounting firm of Rosemary Winters, headquartered in Roseland.




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