N.J. Stat. § 14A:13-3 — NJ Code / Title 14A / Chapter 13 / Section 13-3
Admission of foreign corporation
Status: in_force

(1) No foreign corporation shall have the right to transact business in this State until it shall have procured a certificate of authority so to do from the Secretary of State. A foreign corporation may be authorized to do in this State any business which may be done lawfully in this State by a domestic corporation, to the extent that it is authorized to do such business in the jurisdiction of its incorporation, but no other business. (2) Without excluding other activities which may not constitute transacting business in this State, a foreign corporation shall not be considered to be transacting business in this State, for the purposes of this act, by reason of carrying on in this State any one or more of the following activities (a) maintaining, defending or otherwise participating in any action or proceeding, whether judicial, administrative, arbitrative or otherwise, or effecting the settlement thereof or the settlement of claims or disputes; (b) holding meetings of its directors or shareholders; (c) maintaining bank accounts or borrowing money, with or without security, even if such borrowings are repeated and continuous transactions and even if such security has a situs in this State; (d) maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities. (3) The specification in subsection 14A:13-3(2) does not establish a standard for activities which may subject a foreign corporation to service of process or taxation in this State.
L.1968, c.350.
N.J. Stat. § 14A:1-3 — NJ Code / Title 14A / Chapter 1 / Section 1-3
Application of act
Status: in_force

This act shall apply to (1) every corporation which is organized under this act; (2) every corporation which reincorporates under this act pursuant to section 14A:1-4; (3) every corporation which was organized under or became subject to, any heretofore enacted law of this State with respect to which power to amend or repeal was reserved to the Legislature, and which provided for the organization of a corporation or corporations for a purpose or purposes for which a corporation may be organized under this act; (4) every corporation organized under or subject to any other law of this State providing for the organization of corporations for any purpose for which a corporation may not be organized under this act (a) to the extent that this act provides that this act shall be applicable, in whole or in part, to any such corporation; or (b) to the extent that the law applicable to any such corporation provides that this act shall be applicable to any such corporation; (5) foreign corporations to the extent provided in this act; and (6) commerce with foreign nations and among the several states, and to foreign corporations, including those formed by or under any act of Congress, only to the extent permitted under the Constitution and laws of the United States.
L.1968, c.350.
N.J. Stat. § 14:3-7 — NJ Code / Title 14 / Chapter 3 / Section 3-7
Land improvement companies; ferry rights; sale of franchise for operating ferries; waiver of exemptions by purchaser
Status: in_force

That any corporation organized under any law of this state for the purpose of laying out and improving such lands as it is authorized to own or purchase, and having power under its act of incorporation or any supplement thereto, to purchase and enjoy ferry rights, shall have power whenever the directors of such company deem it advisable to separate such ferry rights from the other property and franchises of such company, to sell and transfer its franchise of owning, operating and enjoying a ferry or ferries and all its property, real and personal, connected therewith or appurtenant thereto, to any other corporation organized or to be organized under the laws of this state, authorized by law to transact the business of transporting goods, merchandise or passengers by water, at such price and upon such terms as may be agreed upon by and between the directors of said two corporations, and to receive payment therefor either in money, property or in the capital stock of such purchasing corporation; and after such sale and transfer it shall be lawful for the corporation purchasing such franchise or franchises, and the property connected therewith or appurtenant thereto, to possess and enjoy the same as fully in all respects as the corporation selling the same by its charter or any supplement thereto is authorized to enjoy such rights and franchises; provided, however, that this act shall not apply to any corporation unless such corporation shall first and as a condition precedent to the exercise of any power granted by this act, file in the office of the secretary of state an agreement, to be approved by the governor and attorney general, waiving all rights of exemption from taxation and from privileges and advantage arising from any law or contract, if any there be, establishing any special mode of taxation of any such corporation, and the further agreement to be bound by any general law of this state now in existence or that may hereafter be passed, taxing such corporations as are now authorized to be taxed by the legislature of the state under any general law, and further agreeing that the exercise of any power granted by this act shall not in any way affect the rights of the state, if any there exist, to take the property of such corporation under any existing law of the state, and agreeing further that all laws affecting such corporations shall be subject to alteration or repeal by the legislature. L.1888, c. 155, s. 1, p. 198 [C.S. p. 2310, s. 12].
N.J. Stat. § 14A:3-6.8 — NJ Code / Title 14A / Chapter 3 / Section 3-6.8
Security for reasonable expenses.
Status: in_force

8. In any derivative proceeding or shareholder class action instituted by a shareholder or shareholders holding less than 5% of the outstanding shares of any class or series of the corporation, unless the shares have a market value in excess of $250,000, the corporation in whose right the action is brought shall be entitled at any time before final judgment to require the plaintiff or plaintiffs to give security for the reasonable expenses, including fees of attorneys, that may be incurred by it in connection with the action or may be incurred by other parties named as defendant for which it may become legally liable. Market value shall be determined as of the date that the plaintiff institutes the action or, in the case of an intervener, as of the date that the intervener becomes a party to the action. The corporation shall have recourse to that security in that amount which the court having jurisdiction shall determine upon the termination of the action in accordance with section 7 of P.L.2013, c.42 (C.14A:3-6.7). L.2013, c.42, s.8.
N.J. Stat. § 14A:10-10 — NJ Code / Title 14A / Chapter 10 / Section 10-10
Sale or other disposition of assets in regular course of business and mortgage or pledge of assets
Status: in_force

The sale, lease, exchange, or other disposition of all, or substantially all, the assets of a corporation in the usual and regular course of its business as conducted by such corporation, and the mortgage or pledge of any or all the assets of a corporation whether or not in the usual and regular course of business as conducted by such corporation, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds or other securities of any other corporation, domestic or foreign, as shall be authorized by its board. In any such case, unless otherwise provided in the certificate of incorporation, no approval of the shareholders shall be required.
L.1968, c.350.
N.J. Stat. § 14A:10-3 — NJ Code / Title 14A / Chapter 10 / Section 10-3
Approval by shareholders.
Status: in_force

14A:10-3. Approval by shareholders. (1) The board of each corporation, upon approving such plan of merger or plan of consolidation, shall direct that the plan be submitted to a vote at a meeting of shareholders. Written notice shall be given not less than 20 nor more than 60 days before such meeting to each shareholder of record, whether or not entitled to vote at such meeting, in the manner provided in this act for the giving of notice of meetings of shareholders. Such notice shall include, or shall be accompanied by (a) A copy or a summary of the plan of merger or consolidation; and (b) A statement informing shareholders who, under Chapter 11 of this act, are entitled to dissent, that they have the right to dissent and to be paid the fair value of their shares and outlining briefly, with particular reference to the time periods within which actions must be taken, the procedures set forth in Chapter 11 of this act with which they must comply in order to assert and enforce such right. (2) At each such meeting, a vote of the shareholders shall be taken on the proposed plan of merger or consolidation. Such plan shall be approved upon receiving the affirmative vote of a majority of the votes cast by the holders of shares of each such corporation entitled to vote thereon, and, in addition, if any class or series is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote; except that, in the case of a corporation organized prior to January 1, 1969, the plan of merger or consolidation shall be approved upon receiving the affirmative vote of two-thirds of the votes so cast. Any class or series of shares of any such corporation shall be entitled to vote as a class if the plan of merger or consolidation, as the case may be, contains any provision which, if contained in a proposed amendment to the certificate of incorporation, would entitle such class or series of shares to vote as a class unless such provision is one which could be adopted by the board without shareholder approval as referred to in subsection 14A:9-2(2). The voting requirements of this section shall be subject to such greater requirements as are provided in this act for specific amendments or as may be provided in the certificate of incorporation. (3) Subject to the provisions of section 14A:5-12, a corporation organized prior to January 1, 1969, may adopt the majority voting requirements prescribed in subsection 14A:10-3(2) by an amendment of its certificate of incorporation adopted by the affirmative vote of two-thirds of the votes cast by the holders of shares entitled to vote thereon. (4) Notwithstanding the provisions set forth in subsections 14A:10-3(1) and 14A:10-3(2), the approval of the shareholders of a surviving corporation shall not be required to authorize a merger (unless its certificate of incorporation otherwise provides) if (a) The plan of merger does not make an amendment of the certificate of incorporation of the surviving corporation which is required by the provisions of this act to be approved by the shareholders; (b) Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations, and rights, immediately after; (c) The number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable on conversion of other securities or on exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 40% the total number of voting shares of the surviving corporation outstanding immediately before the merger; and (d) The number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable on conversion of other securities or on exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 40% the total number of participating shares of the surviving corporation outstanding immediately before the merger. (5) As used in subsection 14A:10-3(4): (a) "Participating shares" means shares that entitle their holders to participate without limitation in distributions. (b) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors. (6) Notwithstanding the provisions set forth in subsections 14A:10-3(1) and 14A:10-3(2), the approval of the shareholders of a corporation shall not be required to authorize a merger with or into a single indirect wholly-owned subsidiary of that corporation (unless its certificate of incorporation otherwise provides) if: (a) the corporation, the holding company and the indirect wholly-owned subsidiary of the corporation are the only parties to the merger; and (b) each shareholder of the corporation will hold the same number of shares of the holding company, with identical designations, preferences, limitations and rights, immediately after the effective date of the merger; and (c) the corporation, the indirect wholly-owned subsidiary and the holding company are domestic corporations; and (d) the certificate of incorporation and bylaws of the holding company immediately after the effective date of the merger contain provisions identical to the certificate of incorporation and bylaws of the corporation immediately before the effective date of the merger, other than provisions, if any, regarding the incorporators, the corporate name, the registered office and agent, the initial board of directors, the initial subscribers for shares and the provisions necessary to effect a change, exchange, reclassification or cancellation of shares, if such change, exchange, reclassification or cancellation has become effective prior to the effective date of the merger; and (e) the surviving corporation, as a result of the merger, remains or becomes a direct or indirect wholly-owned subsidiary of the holding company; and (f) the directors of the corporation remain or become the directors of the holding company upon the effective date of the merger; and (g) the certificate of incorporation of the surviving corporation immediately after the effective date of the merger is identical to the certificate of incorporation of the corporation immediately before the effective date of the merger, other than provisions, if any, regarding the incorporators, the corporate name, the registered office and agent, the initial board of directors, the initial subscribers for shares and the provisions necessary to effect a change, exchange, reclassification or cancellation of shares, if such change, exchange, reclassification or cancellation has become effective prior to the effective date of the merger; provided that: (i) the certificate of incorporation of the surviving corporation shall contain a provision requiring that any act or transaction by or involving the surviving corporation that requires for its adoption under N.J.S.14A:1-1 et seq., or its certificate of incorporation, approval by the shareholders of the surviving corporation, other than the election or removal of directors of the surviving corporation, shall require approval by the shareholders of the holding company (or any successor by merger), by the same vote as is required by N.J.S.14A:1-1 et seq. or by the certificate of incorporation of the surviving corporation, until thereafter otherwise amended by approval of the shareholders of the surviving corporation and the holding company; and (ii) the certificate of incorporation of the surviving corporation may be amended to reduce the number of classes and shares of capital stock that the surviving corporation is authorized to issue; and (h) the shareholders of the corporation do not recognize a gain or loss for United States federal income tax purposes as determined by the board of directors of the corporation. (7) On and after the effective date of a merger authorized by action of the board of directors of a corporation and without any vote of the shareholders pursuant to subsection (6) of N.J.S.14A:10-3: (a) to the extent that the restrictions of the "New Jersey Shareholders' Protection Act," P.L.1986, c.74 (C.14A:10A-1 et seq.), applied to the corporation and its shareholders at the effective date of the merger, the restrictions shall apply to the holding company and its shareholders immediately after the effective date of the merger in the same manner as if it were the corporation and all shares of the holding company acquired in the merger shall for purposes of the "New Jersey Shareholders' Protection Act," P.L.1986, c.74 (C.14A:10A-1 et seq.) be deemed to have been acquired at the time that the shares of the corporation converted in the merger were acquired, and provided further that any shareholder who, immediately prior to the effective date of the merger, was not an interested stockholder within the meaning of section 3 of the "New Jersey Shareholders' Protection Act," P.L.1986, c.74 (C.14A:10A-3) shall not solely by reason of the merger become an interested stockholder of the holding company; and (b) if the corporate name of the holding company immediately after the effective date of the merger is the same as the corporate name of the corporation immediately prior to the effective date of the merger, the shares of the holding company into which the shares of the corporation are converted in the merger shall be represented by the stock certificates that previously represented shares of the corporation. (8) As used in subsections (6) and (7) of N.J.S.14A:10-3, "holding company" means a corporation which, from its incorporation until consummation of a merger governed by subsections (6) and (7) of N.J.S.14A:10-3, was at all times a direct wholly-owned subsidiary of the corporation and shares of which are issued in the merger; and "indirect wholly-owned subsidiary of the corporation" means a corporation all the shares of which are owned, directly or indirectly, by the holding company. (9) A corporation may agree to submit the plan of merger or consolidation to a vote of its shareholders regardless of whether the board of directors determines at any time subsequent to approving the plan that the plan is no longer advisable and recommends that the shareholders reject or vote against the plan. (10) Any plan of merger or consolidation may contain a provision that the boards of directors of the corporations may amend the plan of merger or consolidation at any time prior to the time that the merger or consolidation contemplated by the plan of merger or consolidation becomes effective, provided that an amendment made subsequent to the adoption of the agreement by the shareholders of any corporation shall not, without further shareholder approval: (a) alter or change the amount or kind of shares, securities, cash, property, or rights to be received in exchange for, or on conversion of, all or any of the shares of any class or series thereof of such corporation; (b) alter or change any term of the certificate of incorporation of the surviving corporation to be effected by the merger or consolidation; or (c) unless the plan of merger or consolidation expressly provides otherwise, alter or change any of the terms and conditions of the plan, if that alteration or change would materially and adversely affect the shareholders of either corporation who are or were entitled to vote on the plan. In the event the plan of merger or consolidation is amended after the filing of a certificate of merger or consolidation with the Secretary of State but prior to the time the merger or consolidation has become effective, a certificate of amendment of merger or consolidation shall be filed in accordance with subsection (3) of N.J.S.14A:10-4.1. amended 1973, c.366, s.53; 1988, c.94, s.57; 2001, c.193, s.1; 2017, c.355, s.1.
N.J. Stat. § 14A:8-1 — NJ Code / Title 14A / Chapter 8 / Section 8-1
Employee benefit plans.
Status: in_force

14A:8-1. Employee benefit plans. (1) A corporation may establish and carry out wholly or partly at its expense, any one or more of the following plans for the benefit of some or all employees, as hereinafter defined, and their families, dependents or beneficiaries: (a) Plans providing for the sale or distribution of its shares of any class or series, held by it or issued or purchased by it for the purpose, including stock option, stock purchase, stock bonus, profit-sharing, savings, pension, retirement, deferred compensation and other plans of similar nature, whether or not such plans also provide for the distribution of cash or property other than its shares; (b) Plans providing for payments solely in cash or property other than shares of the corporation, including profit-sharing, bonus, savings, pension, retirement, deferred compensation and other plans of similar nature; and (c) Plans for the furnishing of medical services; life, sickness, accident, disability or unemployment insurance or benefits; education; housing; social and recreational services; and other similar aids and services. (2) The term "employees" as used in this chapter means employees, officers, directors, and agents of the corporation or any subsidiary thereof, or other persons who are or have been actively engaged in the conduct of the business of the corporation or any subsidiary thereof, including any who have retired, become disabled or died prior to the establishment of any plan heretofore or hereafter adopted. (3) Employee benefits plans may be adopted, amended or terminated by a corporation by the act of its board, a committee of the board, or officers to whom the responsibility has been delegated. Notwithstanding the foregoing, any plan providing for the issuance of shares shall be initially adopted by the board or any committee thereof. (4) The board of directors may, by a resolution adopted by the board or a committee of the board, authorize one or more officers of the corporation to do one or both of the following: (a) designate officers and employees of the corporation or of any of its subsidiaries to be recipients of shares of stock, rights or options created by the corporation; or (b) determine the number of shares, rights or options to be received by those officers and employees; provided, however that the resolution authorizing those officers shall specify the total number of shares, rights or options the officers may award. A resolution adopted pursuant to this subsection shall prohibit any officer from designating himself as a recipient of any shares, rights or options. Amended 1969, c.102, ss.11,17; 1973, c.366, s.42; 1988, c.94, s.49; 2009, c.159.
N.J. Stat. § 14A:3-6.5 — NJ Code / Title 14A / Chapter 3 / Section 3-6.5
Conditions for dismissal of proceeding.
Status: in_force

5. (1) Subject to subsection (5) of this section, a derivative proceeding shall be dismissed by the court on motion by the corporation if the court finds that: (a) the person or group specified in paragraph (a) or (b) of subsection (2) of this section or subsection (6) of this section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation; or (b) the shareholders specified in paragraph (c) of subsection (2) of this section have voted to terminate the derivative proceeding. (2) Unless a panel is appointed pursuant to subsection (6) of this section, the determination in subsection (1) of this section shall be made by: (a) a majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum; (b) a majority vote of a committee consisting of one or more independent directors appointed by majority vote of independent directors, or one independent director if the board consists of only one independent director, present at a meeting of the board of directors, regardless of whether those independent directors constitute a quorum of the board; or (c) the vote of the holders of a majority of the outstanding shares entitled to vote, not including shares owned by or voted under the control of a shareholder or related person who has or had a material beneficial financial interest in the act or omission complained of or other interest therein that would reasonably be expected to exert an influence on that shareholder's or related person's judgment if called upon to vote in the determination. (3) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing that a majority of the board of directors, or all members of a committee, which in either case determined the matter, did not consist of independent directors at the time the determination was made. (4) If a majority of the board of directors consisted of independent directors at the time the determination in subsection (1) of this section was made or if the determination is made by shareholders, the plaintiff shall have the burden of proving that the requirements of subsection (1) of this section have not been met. If a majority of the board of directors does not consist of independent directors at the time the determination by independent directors is made, the corporation shall have the burden of proving that the requirements of subsection (1) of this section have been met. (5) (a) If the corporation moves to dismiss the derivative proceeding, it shall make a written filing with the court setting forth, among other things, facts to show: (i) whether or not a majority of the board of directors was independent at the time of the determination by the independent director or directors; and (ii) that the independent director or directors made the determination in good faith after conducting a reasonable inquiry upon which the conclusions are based. (b) Following a motion filed pursuant to paragraph (a) of this subsection, the court shall dismiss the derivative suit unless: (i) the court finds that the requirements of subsection (1) of this section have not been met, taking into account the burden of proof under subsection (4) or (6) of this section; or (ii) the plaintiff, in its complaint, an amended complaint, or in a written filing with the court, has alleged with particularity facts rebutting the facts contained in the corporation's filing. (c) All discovery proceedings shall be stayed upon the filing by the corporation of its motion to dismiss and the filing required by this subsection until the notice of entry of the order ruling on the motion. Notwithstanding the foregoing stay of discovery, the court, on motion and after a hearing, may order that specified and limited discovery be conducted if plaintiffs make a good cause showing of alleged facts which evidence a lack of independence by the person or group making the determination for the corporation or a lack of a good faith determination. Limited discovery shall not include the work product, privileged communications, or testimony of attorneys who advised or assisted the person or group making the determination. (6) Upon motion by the corporation, the court may appoint a panel of one or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. The plaintiff shall have the burden of proving to the panel that the requirements of subsection (1) of this section have not been met. (7) (a) A director shall be considered independent for the purposes of this section if the director has: (i) no economic interest in the challenged act or transaction material to him or her, other than an economic interest that is shared by all shareholders generally; and (ii) no material, personal, or business relationships with the defendant directors or officers who have a material interest in the act or transaction challenged. (b) None of the following shall by itself cause a director to be considered not independent for the purposes of this section: (i) the nomination or election of the director by a person who is a defendant in the derivative proceeding or against whom action is demanded; (ii) the naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded; or (iii) the approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director. L.2013, c.42, s.5.
N.J. Stat. § 14A:1-6 — NJ Code / Title 14A / Chapter 1 / Section 1-6
Execution, filing and recording of documents
Status: in_force

14A:1-6. Execution, filing and recording of documents. (1) If a document relating to a domestic or foreign corporation is required or permitted to be filed in the office of the Secretary of State under this act: (a) The document shall be in the English language, shall be typed or machine printed, except that the corporate name need not be in the English language if written in English letters or Arabic or Roman numerals, and except that this requirement shall not apply to a certificate of good standing under paragraph 14A:2-4(2)(b), section 14A:2-5, or subsection 14A:13-4 (2). (b) The filing shall be accomplished by delivering the document to the office of the Secretary of State, together with the fees and any accompanying documents required by law. Thereupon, the Secretary of State shall endorse the document with the word "Filed" with his official title and shall file it in his office. Each document accepted for filing shall be deemed filed as of the latest date and time of receipt stamped upon it pursuant to subsection (7) of this section. If a document was erroneously rejected for filing by the Secretary of State or for any other reason the latest "received" date would not properly reflect the filing date, the Secretary of State shall, upon request, mark the document "Filed" as of the correct date. (c) The transaction in connection with which the document has been filed shall be effective at the time of filing, unless a subsequent effective time is set forth in such document pursuant to any other provision of this act, in which case such transaction shall be effective at the time so specified, which shall in no event be later than 90 days after the date of filing. (2) If a document relating to a domestic corporation or a foreign corporation is required or permitted to be filed under this act and is also required by this act to be executed on behalf of such corporation, the document shall be signed by the chairman of the board, or the president or a vice-president. The name of any person so signing such a document, and the capacity in which he signs, shall be stated beneath or opposite his signature. The document may, but need not, contain (a) The corporate seal; or (b) An attestation by the secretary or an assistant secretary of the corporation; or (c) An acknowledgment or proof. If the corporation is in the hands of a receiver, trustee, or other court appointed officer, the document shall be signed by such fiduciary or the majority of them, if there are more than one. (3) (Deleted by amendment, P.L.1988, c.94.) (4) The Secretary of State shall record all documents, excepting annual reports, which relate to or in any way affect corporations, and which are required or permitted by law to be filed in his office. The recording may be effected by typewritten copy, or by photographic, microphotographic or microfilming process, or in such other manner as may be provided by law. Such records shall be kept in a place separate and away from the place where the originals are filed. (5) If any instrument filed with the Secretary of State under any provision of this act is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, such instrument may be corrected by filing with the Secretary of State a certificate of correction executed on behalf of the corporation. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the correction. The instrument so corrected shall be deemed to have been effective in its corrected form as of its original filing date except as to persons who relied upon the inaccurate portion of the certificate and who are adversely affected by the correction; the correction shall be effective as to such persons as of the effective date of filing of the certificate of correction. (6) Whenever this act requires that any certificate, report or statement made, published or recorded by any corporation, domestic or foreign, state the residence or post office address of any incorporator, shareholder, director or officer, there may be furnished in the document either the home address or the business address of the person. (7) All documents submitted or resubmitted to the Secretary of State shall be stamped immediately with the word "Received" together with the date and time of receipt. L.1968, c.350; amended 1973,c.366,s.1; 1988,c.94,s.2; 1995,c.279,s.2.
N.J. Stat. § 14A:10-14 — NJ Code / Title 14A / Chapter 10 / Section 10-14
Merger or consolidation of domestic corporation with other entities; manner.
Status: in_force

30. (1) A domestic corporation may merge or consolidate with one or more other business entities in the following manner: (a) Each domestic corporation shall comply with the provisions of chapter 10 of Title 14A of the New Jersey Statutes with respect to the merger or consolidation of domestic corporations and each other business entity shall comply with the applicable provisions of the laws of the jurisdiction under which it is organized. (b) The certificate of merger or consolidation required by N.J.S.14A:10-4.1 shall be executed on behalf of each domestic corporation and each other business entity and, in addition to the information required by subsection (1) of N.J.S.14A:10-4.1, shall set forth that the applicable provisions of the laws of the jurisdiction under which each other business entity was organized have been, or upon compliance with filing and recording requirements will have been, complied with. (c) If the surviving business entity or new business entity meets the definition of "other business entity" pursuant to subsection (q) of N.J.S.14A:1-2.1, and is organized under the laws of another jurisdiction and is to transact business in this State, it shall comply with the laws of this State applicable to that other business entity, and, whether or not it is to transact business in this State, the certificate of merger or consolidation required by N.J.S.14A:10-4.1 shall, in addition to other required information, set forth: (i) an agreement by that other business entity that it may be served with process in this State in any proceeding for the enforcement of any obligation of any domestic corporation or any other business entity, previously amenable to suit in this State, which is a party to such merger or consolidation, and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or new corporation; (ii) an irrevocable appointment by that other business entity of the Secretary of State of this State as its agent to accept service of process in any such proceeding, and the post office address, within or without this State, to which the Secretary of State shall mail a copy of the process in such proceeding; and (iii) an agreement by that other business entity that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of chapter 11 of Title 14A of the New Jersey Statutes with respect to the rights of dissenting shareholders. (2) The provisions of subsection (4) of N.J.S.14A:10-3 shall apply to a merger in which the surviving corporation is a domestic corporation. (3) If the surviving or new corporation is a domestic corporation, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations. If the surviving or new corporation is any other business entity, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as provided otherwise in the laws under which such other business entity is organized. L.1995, c.279, s.30; amended 2009, c.158, s.2.
N.J. Stat. § 14A:7-15 — NJ Code / Title 14A / Chapter 7 / Section 7-15
Authority to pay dividends
Status: in_force

(1) Subject to any restrictions contained in the certificate of incorporation and to the provisions of section 14A:7-14.1, a corporation may, from time to time, by resolution of its board, pay dividends on its shares in cash, in its own shares, in its bonds or in other property, including the shares or bonds of other corporations. (2) (Deleted by amendment, P.L. 1988, c. 94.) (3) (Deleted by amendment, P.L. 1988, c. 94.) (4) (Deleted by amendment, P.L. 1988, c. 94.) (5) Unless the certificate of incorporation otherwise provides, a dividend may be paid in shares having a preference in the assets of the corporation upon liquidation, whether or not the net assets at the time of the share dividend are less than the aggregate amount of such prior and newly created preferences. (6) (Deleted by amendment, P.L. 1988, c. 94.) L.1968, c.350; amended 1988,c.94,s.45.
N.J. Stat. § 14A:10A-6 — NJ Code / Title 14A / Chapter 10A / Section 10A-6
Exemptions.
Status: in_force

6. a. Unless the certificate of incorporation provides otherwise, the provisions of this act shall not apply to any business combination of a resident domestic corporation with an interested stockholder if the resident domestic corporation did not have a class of voting stock registered or traded on a national securities exchange or registered with the Securities and Exchange Commission pursuant to section 12(g) of the Exchange Act, 48 Stat. 892 (15 U.S.C. s.78l ) on that interested stockholder's stock acquisition date. b. Unless the certificate of incorporation provides otherwise, the provisions of this act shall not apply to any business combination with an interested stockholder who was an interested stockholder prior to the effective date of this act unless subsequent thereto that interested stockholder increased his or its interested stockholder's proportion of the voting power of the resident domestic corporation's outstanding voting stock to a proportion in excess of the proportion of voting power that interested stockholder held prior to the effective date of this act. c. (Deleted by amendment, P.L.1987, c.380.) d. The provisions of this act shall not apply to any business combination of a resident domestic corporation with an interested stockholder of that corporation which became an interested stockholder inadvertently, if such interested stockholder (1) as soon as practicable divests itself or himself of a sufficient amount of the voting stock of that resident domestic corporation so that he or it no longer is the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting stock of that corporation, or a subsidiary of that resident domestic corporation, and (2) would not at any time within the five-year period preceding the announcement date with respect to that business combination have been an interested stockholder but for that inadvertent acquisition. e. (Deleted by amendment, P.L.1989, c.106.) f. The provisions of this act shall not apply to any business combination of a resident domestic corporation with an interested stockholder of that corporation which, prior to August 5, 1986, became the beneficial owner of more than 50% of the voting power of the outstanding voting stock of that resident domestic corporation by reason of a purchase of voting stock directly from that resident domestic corporation in a transaction approved by the board of directors of that resident domestic corporation, provided that, at the time of the approval, none of the directors of the resident domestic corporation was an employee, officer, director, shareholder, affiliate or associate of the interested stockholder. g. The provisions of this act shall not apply to any business combination of a resident domestic corporation with an interested stockholder of that corporation which became an interested stockholder on or after August 5, 1986 and before January 1, 1987. h. The provisions of P.L.1986, c.74 (C.14A:10A-1 et seq.) shall not apply to any stockholder who was the beneficial owner of 5% or more of the voting power of the outstanding voting stock of that resident domestic corporation on the effective date of P.L.2013, c.40 if the resident domestic corporation did not, on the effective date of P.L.2013, c.40, have its principal executive offices located in this State or significant business operations located in this State. L.1986, c.74, s.6; amended 1987, c.380, s.3; 1988, c.155; 1989, c.106, s.3; 2013, c.40, s.4.
N.J. Stat. § 14A:11-3 — NJ Code / Title 14A / Chapter 11 / Section 11-3
"Dissenting shareholder" defined; date for determination of fair value
Status: in_force

(1) A shareholder who has made demand for the payment of his shares in the manner prescribed by subsection 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) is hereafter in this Chapter referred to as a "dissenting shareholder." (2) Upon making such demand, the dissenting shareholder shall cease to have any of the rights of a shareholder except the right to be paid the fair value of his shares and any other rights of a dissenting shareholder under this Chapter. (3) "Fair value" as used in this Chapter shall be determined (a) As of the day prior to the day of the meeting of shareholders at which the proposed action was approved or as of the day prior to the day specified by the corporation for the tabulation of consents to such action if no meeting of shareholders was held; or (b) In the case of a merger pursuant to section 14A:10-5.1 or subsection 14A:10-7(4) in which shareholder approval is not required, as of the day prior to the day on which the board of directors approved the plan of merger; or (c) In the case of an acquisition of all the shares or all the shares of a class or series by another corporation pursuant to section 14A:10-9, as of the day prior to the day on which the board of directors of the acquiring corporation authorized the acquisition, or, if a shareholder vote was taken pursuant to section 14A:10-12, as of the day provided in paragraph 14A:11-3(3)(a). In all cases, "fair value" shall exclude any appreciation or depreciation resulting from the proposed action. L.1968, c.350; amended 1973,c.366,s.62; 1988,c.94,s.66.
N.J. Stat. § 14A:5-29 — NJ Code / Title 14A / Chapter 5 / Section 5-29
Preemptive rights.
Status: in_force

14A:5-29. Preemptive rights. (1) The shareholders of corporations organized after January 1, 1969 shall not have preemptive rights unless the certificate of incorporation provides otherwise. The shareholders of corporations organized prior to January 1, 1969 shall have preemptive rights unless a bylaw duly adopted by the shareholders prior to that date or the certificate of incorporation provides otherwise. Any corporation may alter or abolish preemptive rights by amendment to its certificate of incorporation. (2) Any corporation may elect to grant its shareholders preemptive rights. An election may be made by including in the certificate of incorporation a statement to the effect that the shareholders shall have preemptive rights. (3) Unless otherwise provided in the certificate of incorporation, the effect of shareholders having preemptive rights shall be as follows: (a) Upon the issuance for cash of shares, or options to purchase shares, of the same class as those held by a shareholder, the shareholder shall have a right to acquire a pro rata portion of such shares or options so issued according to the number of shares of such class held by him. Such preemptive right shall extend to shares, obligations or other securities, however described, which are convertible into shares of the same class as those held by the shareholder. (b) Shares, obligations or other securities of the corporation which are subject to preemptive rights as herein provided shall not be deemed to be issued for cash within the meaning of this section if cash constitutes only a part of the consideration received by the corporation. (c) A shareholder may waive his preemptive right; a waiver of a preemptive right, when evidenced by a writing, shall be binding upon the shareholder notwithstanding it is given without consideration. (d) No shareholder shall have a preemptive right to acquire shares, obligations or other securities as herein provided, which (i) are issued pursuant to a plan of merger or consolidation; (ii) are issued pursuant to Chapter 8 of this act; (iii) are issued to satisfy conversion or option rights, however evidenced, granted by the corporation; (iv) are issued pursuant to a plan of reorganization approved by a court pursuant to a statute of this State or of the United States; or (v) are part of the shares, obligations or other securities authorized in the original certificate of incorporation and are issued within six months from the effective date of such certificate. (e) Upon the proposed issuance of shares, obligations or other securities subject to preemptive rights, the board shall cause notice to be given to each shareholder of record entitled to preemptive rights. The notice shall set forth (i) the amount of shares, obligations or other securities with respect to which the shareholder has a preemptive right and the method used to determine that amount; (ii) the price and other terms and conditions upon which the shareholder may purchase such shares, obligations or other securities; and (iii) the time within which and the method by which the shareholder must exercise the right. The notice shall be given at least 30 days prior to the time within which the shareholder must exercise the right. (f) Shares, obligations or other securities subject to preemptive rights, which are not acquired by shareholders in the exercise of their preemptive rights may, for a period not exceeding one year after the date limited by the directors for the exercise of such preemptive rights, be issued, sold, or optioned to such person or persons as the board may determine, at a price not less than that at which they were offered to such shareholders. Any such shares, obligations or other securities not so issued, sold or optioned during such one-year period, shall at the expiration of such period again be subject to preemptive rights of shareholders. L.1968, c.350; amended 1973,c.366,s.20; 1988,c.94,s.23; 1995,c.279,s.6.
N.J. Stat. § 14A:3-1 — NJ Code / Title 14A / Chapter 3 / Section 3-1
General powers.
Status: in_force

14A:3-1. General powers. (1) Each corporation, subject to any limitations provided in this act or any other statute of this State, or in its certificate of incorporation, shall have power (a) to have perpetual duration unless a limited period is stated in its certificate of incorporation; (b) to sue and be sued, complain and defend and participate as a party or otherwise in any judicial, administrative, arbitrative or other proceeding, in its corporate name; (c) to have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced; (d) to purchase, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated; (e) to sell, convey, mortgage, create a security interest in, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets; (f) to purchase, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, exchange, mortgage, lend, create a security interest in, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships or individuals, or direct or indirect obligations of any domestic or foreign government or instrumentality thereof; (g) to make contracts and guarantees and incur liabilities, borrow money, issue its bonds, and secure any of its obligations by mortgage of or creation of a security interest in all or any of its property, franchises and income; (h) to lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested; (i) to conduct its business, carry on its operations, and have offices and exercise the powers granted by this act anywhere in the universe; (j) to elect or appoint officers, employees and agents of the corporation, and define their duties and fix their compensation; (k) to make and alter by-laws for the administration and regulation of the affairs of the corporation; (l) to pay pensions and establish pension, profit-sharing, stock option, stock purchase, incentive and deferred compensation plans, and plans of similar nature for, and to furnish medical services, life, sickness, accident, disability or unemployment insurance and benefits, education, housing, social and recreational services and other similar aids and services to, any or all of its directors, officers, employees, and agents, their families, dependents or beneficiaries; (m) to participate with others in any corporation, partnership, limited partnership, joint venture, or other association of any kind, or in any transaction, undertaking or arrangement which the participating corporation would have power to conduct by itself, whether or not such participation involves sharing or delegation of control with or to others; (n) at the request of the United States government or of any of its agencies, to transact any lawful business in time of war or other national emergency, notwithstanding the purpose or purposes set forth in its certificate of incorporation; (o) to provide for its benefit life insurance and other insurance with respect to the services of any or all of its directors, officers, employees, and agents, or on the life of any shareholder for the purpose of acquiring at his death shares of its stock owned by such shareholder; (p) to have and exercise all other powers necessary or convenient to effect any or all of the purposes for which the corporation is organized ; (q) to renounce, in its certificate of incorporation or by action of its board of directors, any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or one or more of its officers, directors or shareholders . (2) It shall not be necessary to set forth in the certificate of incorporation any corporate powers enumerated in this act. amended 1969, c.102, ss.1,17; 2011, c.36, s.1.
N.J. Stat. § 14A:18-9 — NJ Code / Title 14A / Chapter 18 / Section 18-9
"Benefit officer."
Status: in_force

9. A benefit corporation may have an officer designated the "benefit officer" who shall have authority and shall perform duties in the management of the benefit corporation relating to the purpose of the corporation to create general or specific public benefits as may be provided by or pursuant to the by-laws or, in the absence of controlling provisions in the by-laws, as may be determined by or pursuant to resolutions or orders of the board of directors. If a benefit corporation has a benefit officer, the duties of the benefit officer shall include preparing the benefit report required by section 11 of this act. L.2011, c.30, s.9.
N.J. Stat. § 14A:17-10 — NJ Code / Title 14A / Chapter 17 / Section 17-10
Who may own shares; voting trust; estate ownership
Status: in_force

10. Who may own shares; voting trust; estate ownership. (a) No professional corporation may issue any of its shares to anyone other than an individual who is duly licensed or otherwise legally authorized to render the same professional service as that for which the corporation was incorporated. No shareholder of a professional corporation shall enter into a voting trust agreement or proxy or any other type of agreement vesting another person not a shareholder of the corporation with the authority to exercise the voting power of any or all of his shares. Subject to the provisions of the corporation's certificate of incorporation, the estate of a deceased shareholder may continue to hold the shares of such shareholder for a reasonable period of administration of the estate, but shall not be authorized to participate in any decisions concerning the rendering of professional service. (b) A foreign professional legal corporation rendering legal services in this State shall have at least one shareholder who is an attorney-at-law licensed and eligible to practice in this State under the Rules of the Supreme Court. L.1969,c.232,s.10; amended 1995,c.375,s.6.
N.J. Stat. § 14A:13-14 — NJ Code / Title 14A / Chapter 13 / Section 13-14
Short title
Status: in_force

This act shall be known as the "Corporation Business Activities Reporting Act." L.1973, c. 171, s. 1, eff. June 7, 1973.
N.J. Stat. § 14A:2-8 — NJ Code / Title 14A / Chapter 2 / Section 2-8
Organization meeting of directors
Status: in_force

On or after the effective date of the certificate of incorporation, an organization meeting of the board named in the certificate of incorporation shall be held, at the call of a majority of the board so named, to adopt by-laws, elect officers, authorize the issuance of shares, and transact such other business as may come before the meeting. The board members calling the meeting shall give at least 5 days' notice thereof by mail to each director named in the certificate of incorporation, which notice shall state the time and place of the meeting. L.1968, c.350.; amended by L.1973, c. 366, s. 6, eff. May 1, 1974.
N.J. Stat. § 14A:7-4 — NJ Code / Title 14A / Chapter 7 / Section 7-4
Consideration for shares
Status: in_force

(1) Subject to any restriction contained in the certificate of incorporation, shares may be issued for such consideration as shall be fixed from time to time by the board or as shall be determined in accordance with a general formula or at not less than such minimum consideration as the board shall authorize. (2) The shareholders may reserve in the certificate of incorporation the right to fix the consideration to be received for shares. If such right is reserved as to any shares, the shareholders shall either fix the consideration to be received for such shares or authorize the board to fix such consideration. (3) (Deleted by amendment, P.L. 1988, c. 94.) (4) (Deleted by amendment, P.L. 1988, c. 94.) (5) (Deleted by amendment, P.L. 1988, c. 94.) (6) A good faith judgment of the board of directors or the shareholders, as the case may be, as to the value of the consideration is conclusive. L.1968, c.350; amended 1988,c.94,s.36.
N.J. Stat. § 14A:5-17 — NJ Code / Title 14A / Chapter 5 / Section 5-17
Voting of pledged stock
Status: in_force

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, or a nominee of the pledgee. L.1968, c.350.
N.J. Stat. § 14A:14-7 — NJ Code / Title 14A / Chapter 14 / Section 14-7
Powers of receiver; sale of property free of encumbrances
Status: in_force

When property of a corporation for which a receiver has been appointed is, at the time of such appointment, subject to one or more encumbrances, the Superior Court, upon the application of the receiver, may authorize the receiver to sell such property at public or at private sale, clear of encumbrances, for such price and upon such terms as the court may approve. No such sale shall be authorized or made except upon prior notice to the holders of the encumbrances affecting such property, and unless the receiver demonstrates to the satisfaction of the court that the sale of such property may be reasonably expected to benefit general creditors of the corporation without adversely affecting the interests of the holders of the encumbrances. The proceeds of such sale shall be paid into court, there to remain until the further order of the court, subject to the same encumbrances which affected the property at the time of the sale.
L.1968, c.350.
N.J. Stat. § 14A:2-4 — NJ Code / Title 14A / Chapter 2 / Section 2-4
Registered name
Status: in_force

(1) Any foreign corporation may register its corporate name under this act, provided its corporate name is available for use under section 14A:2-2. (2) Such registration shall be made by filing in the office of the Secretary of State: (a) An application for registration executed on behalf of the corporation, setting forth the name and the address of the main business or headquarters office of the corporation, the jurisdiction of its incorporation, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged; and (b) A certificate setting forth that such corporation is in good standing under the laws of the jurisdiction of its incorporation, executed by the official of such jurisdiction who has custody of the records pertaining to corporations and dated not earlier than 30 days prior to the filing of the application. (3) Such registration shall be effective until the close of the calendar year in which the application for registration is filed.
L.1968, c.350.
N.J. Stat. § 14A:5-20 — NJ Code / Title 14A / Chapter 5 / Section 5-20
Voting trust
Status: in_force

14A:5-20. (1) One or more shareholders of a corporation may confer upon a trustee or trustees the right to vote or otherwise represent his or their shares, for a period not to exceed 21 years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by filing an executed counterpart of the agreement at the registered office of the corporation and by depositing his or their shares of an original issue with, or by transferring his or their shares to, such trustee or trustees for the purposes of the agreement. After the filing of the agreement, certificates for shares shall be issued to the trustee or trustees to represent any shares of an original issue so deposited with him or them, and any certificates for shares so transferred shall be surrendered and cancelled and new certificates therefor issued to such trustee or trustees stating that they are issued under such agreement, and in the entry of such ownership in the records of the corporation that fact shall also be noted, and such trustee or trustees may vote the shares so transferred during the term of such agreement. The copy of the voting trust agreement so filed shall be subject to inspection at any reasonable time by any shareholder of the corporation or by any holder of a beneficial interest in the voting trust, in person or by agent or attorney. Voting trust certificates shall be issued to evidence beneficial interests in the voting trust. (2) A trustee who votes shares subject to a voting trust shall incur no responsibility as shareholder, trustee, or otherwise, except for his own dereliction of duty. (3) Where two or more persons are designated as voting trustees, and the right and method of voting any shares standing in their names at any meeting of the corporation are not fixed by the agreement appointing the trustees, the right to vote said shares and the manner of voting the same at any such meeting shall be determined by a majority of the trustees. If the trustees are equally divided as to how the shares shall be voted, the Superior Court may, in an action brought by any of such trustees, appoint an additional person to act with such trustees in such matter, and the right to vote said shares and the manner of voting the same at any such meeting shall be determined by a majority of the trustees and such additional person. The court may proceed in the action in a summary manner or otherwise. (4) At any time within two years prior to the time of expiration of any such voting trust agreement as originally fixed or as extended as herein provided, one or more beneficiaries of the voting trust may, by agreement in writing and with the written consent of such voting trustees, extend the duration of such voting trust agreement with regard to the shares subject to their beneficial interest for an additional period not exceeding 21 years. The voting trustees shall, prior to the time of expiration of any such voting trust agreement, as originally fixed or as previously extended, as the case may be, file in the registered office of the corporation an executed counterpart of such extension agreement and of their consent thereto, and thereupon the duration of such voting trust agreement shall be extended for the period fixed in such extension agreement; but no such extension agreement shall affect the rights or obligations of persons not parties thereto. (5) The validity of a voting trust or of an extension thereof, otherwise lawful, shall not be affected during a period of 21 years from the date of its commencement by the fact that by its terms it will or may last beyond such 21-year period; but it shall become inoperative at the end of such 21-year period. L.1968, c.350; amended 1991,c.91,s.228.
N.J. Stat. § 14A:5-6 — NJ Code / Title 14A / Chapter 5 / Section 5-6
Action by shareholders without a meeting.
Status: in_force

14A:5-6. Action by shareholders without a meeting. (1) Any action required or permitted to be taken at a meeting of shareholders by this act or the certificate of incorporation or bylaws of a corporation, may be taken without a meeting if all the shareholders entitled to vote thereon consent thereto in writing, except that in the case of any action to be taken pursuant to N.J.S.14A:10-1 et seq., such action may be taken without a meeting only if all shareholders consent thereto in writing or if all shareholders entitled to vote thereon consent thereto in writing and the corporation provides to all other shareholders the advance notification required by paragraph (b) of subsection (2) of this section. (2) Except as otherwise provided in the certificate of incorporation and subject to the provisions of this subsection, any action required or permitted to be taken at a meeting of shareholders by this act, the certificate of incorporation, or bylaws, other than the annual election of directors, may be taken without a meeting, without prior notice and without a vote, upon the written consent of shareholders who would have been entitled to cast the minimum number of votes which would be necessary to authorize such action at a meeting at which all shareholders entitled to vote thereon were present and voting. (a) If any shareholder shall have the right to dissent from the proposed action, pursuant to N.J.S.14A:11-1 et seq., the board shall fix a date on which written consents are to be tabulated; in any other case, it may fix a date for tabulation. If no date is fixed, consents may be tabulated as they are received. No consent shall be counted which is received more than 60 days after the date of the board action authorizing the solicitation of consents or, in a case in which consents, or proxies for consents, are solicited from all shareholders who would have been entitled to vote at a meeting called to take such action, more than 60 days after the date of mailing of solicitation of consents, or proxies for consents. (b) Except as provided in paragraph (c) of this subsection, the corporation, upon receipt and tabulation of the requisite number of written consents, shall promptly notify all non-consenting shareholders, who would have been entitled to notice of a meeting to vote upon such action, of the action consented to, the proposed effective date of such action, and any conditions precedent to such action. In the case of any action taken pursuant to N.J.S.14A:10-1 et seq., such notification shall be given at least 20 days in advance of the proposed effective date of such action. Any shareholder who did not consent, personally, or by proxy, to any action which he has a right to dissent from as provided in N.J.S.14A:11-1 et seq. shall in such notice also be informed that he has the right to dissent and to be paid the fair value of his shares, provided he files with the corporation a written notice of dissent as required by subsection (1) of N.J.S.14A:11-2 within 20 days from the date of giving of the notice, or such greater period of time as may be granted by the corporation, and outlining briefly, with particular reference to the time periods within which actions must be taken, the procedures set forth in N.J.S.14A:11-1 et seq. with which he must comply in order to assert and enforce such right. (c) The corporation need not provide the notification required by paragraph (b) of this subsection if it (i) solicits written consents or proxies for consents from all shareholders who would have been entitled to vote at a meeting called to take such action, and at the same time gives notice of the proposed action to all other shareholders who would have been entitled to notice of a meeting called to vote upon such action; (ii) advises all shareholders, if any, who are entitled to dissent from the proposed action, as provided in N.J.S.14A:11-1 et seq., of their right to do so and to be paid the fair value of their shares, provided they file with the corporation before the date fixed for tabulation of the written consents a written notice of dissent as required by subsection (1) of N.J.S.14A:11-2, and outlining briefly, with particular reference to the time periods within which actions must be taken, the procedures set forth in N.J.S.14A:11-1 et seq. with which they must comply in order to assert and enforce such right; and (iii) in the case of any proposed action to be taken pursuant to N.J.S.14A:10-1 et seq., fixes a date for tabulation of consents not less than 20 days, and not more than 60 days, after the date of mailing of solicitations of consents or proxies for consents. (d) Any consent obtained pursuant to paragraph (c) of this subsection may be revoked at any time prior to the day fixed for tabulation of consents. Any other consent may be revoked at any time prior to the day on which the proposed action could be taken upon compliance with paragraph (b) of this subsection. No revocation shall be effective unless in writing and until received by the corporation at the place fixed for receipt of consents or, if none, at the main business office or headquarters of the corporation. (3) Whenever action is taken pursuant to subsection (1) or (2) of this section, the written consents of the shareholders consenting thereto or the written report of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders. (4) Any action taken pursuant to subsection (1) or (2) of this section shall have the same effect for all purposes as if such action had been taken at a meeting of the shareholders. (5) If any other provision of this act requires the filing of a certificate upon the taking of an action by shareholders, and such action is taken in the manner authorized by subsection (1) or (2) of this section, such certificate shall state that such action was taken without a meeting pursuant to the written consents of the shareholders and shall set forth the number of shares represented by such consents. amended 1969, c.102, ss.5,17; 1973, c.366, s.12; 1995, c.279, s.4; 2010, c.15, s.1.
N.J. Stat. § 14A:6-4 — NJ Code / Title 14A / Chapter 6 / Section 6-4
Classification of directors; restriction of right to choose directors
Status: in_force

(1) A corporation may provide in its certificate of incorporation for the classification of its directors in respect to the time for which they shall severally hold office, but no class of directors shall hold office for a term shorter than one year or longer than five years, and the term of office of at least one class shall expire in each year. No classification of directors shall be effective prior to the first annual meeting of shareholders. (2) Any corporation having more than one class or series of shares may provide in its certificate of incorporation for the election of one or more directors by the shareholders of any class or series, to the exclusion of other shareholders. The certificate of incorporation may grant shareholders of a class or series of shares the right to elect one or more directors upon the occurrence of stated events for a specific term or a term ending upon the occurrence of stated events. L.1968, c.350; amended 1988,c.94,s.26.
N.J. Stat. § 14A:3-5 — NJ Code / Title 14A / Chapter 3 / Section 3-5
Indemnification of directors, officers and employees.
Status: in_force

14A:3-5. Indemnification of directors, officers and employees. (1) As used in this section, (a) "Corporate agent" means any person who is or was a director, officer, employee or agent of the indemnifying corporation or of any constituent corporation absorbed by the indemnifying corporation in a consolidation or merger and any person who is or was a director, officer, trustee, employee or agent of any other enterprise, serving as such at the request of the indemnifying corporation, or of any such constituent corporation, or the legal representative of any such director, officer, trustee, employee or agent; (b) "Other enterprise" means any domestic or foreign corporation, other than the indemnifying corporation, and any partnership, joint venture, sole proprietorship, trust or other enterprise, whether or not for profit, served by a corporate agent; (c) "Expenses" means reasonable costs, disbursements and counsel fees; (d) "Liabilities" means amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties; (e) "Proceeding" means any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding; and (f) References to "other enterprises" include employee benefit plans; references to "fines" include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the indemnifying corporation" include any service as a corporate agent which imposes duties on, or involves services by, the corporate agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. (2) Any corporation organized for any purpose under any general or special law of this State shall have the power to indemnify a corporate agent against his expenses and liabilities in connection with any proceeding involving the corporate agent by reason of his being or having been such a corporate agent, other than a proceeding by or in the right of the corporation, if (a) such corporate agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such corporate agent did not meet the applicable standards of conduct set forth in paragraphs 14A:3-5(2)(a) and 14A:3-5(2)(b). (3) Any corporation organized for any purpose under any general or special law of this State shall have the power to indemnify a corporate agent against his expenses in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor which involves the corporate agent by reason of his being or having been such corporate agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, in such proceeding no indemnification shall be provided in respect of any claim, issue or matter as to which such corporate agent shall have been adjudged to be liable to the corporation, unless and only to the extent that the Superior Court or the court in which such proceeding was brought shall determine upon application that despite the adjudication of liability, but in view of all circumstances of the case, such corporate agent is fairly and reasonably entitled to indemnity for such expenses as the Superior Court or such other court shall deem proper. (4) Any corporation organized for any purpose under any general or special law of this State shall indemnify a corporate agent against expenses to the extent that such corporate agent has been successful on the merits or otherwise in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-5(3) or in defense of any claim, issue or matter therein. (5) Any indemnification under subsection 14A:3-5(2) and, unless ordered by a court, under subsection 14A:3-5(3) may be made by the corporation only as authorized in a specific case upon a determination that indemnification is proper in the circumstances because the corporate agent met the applicable standard of conduct set forth in subsection 14A:3-5(2) or subsection 14A:3-5(3). Unless otherwise provided in the certificate of incorporation or bylaws, such determination shall be made (a) by the board of directors or a committee thereof, acting by a majority vote of a quorum consisting of directors who were not parties to or otherwise involved in the proceeding; or (b) if such a quorum is not obtainable, or, even if obtainable and such quorum of the board of directors or committee by a majority vote of the disinterested directors so directs, by independent legal counsel, in a written opinion, such counsel to be designated by the board of directors; or (c) by the shareholders if the certificate of incorporation or bylaws or a resolution of the board of directors or of the shareholders so directs. (6) Expenses incurred by a corporate agent in connection with a proceeding may be paid by the corporation in advance of the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the corporate agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified as provided in this section. (7) (a) If a corporation upon application of a corporate agent has failed or refused to provide indemnification as required under subsection 14A:3-5(4) or permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6), a corporate agent may apply to a court for an award of indemnification by the corporation, and such court (i) may award indemnification to the extent authorized under subsections 14A:3-5(2) and 14A:3-5(3) and shall award indemnification to the extent required under subsection 14A:3-5(4), notwithstanding any contrary determination which may have been made under subsection 14A:3-5(5); and (ii) may allow reasonable expenses to the extent authorized by, and subject to the provisions of, subsection 14A:3-5(6), if the court shall find that the corporate agent has by his pleadings or during the course of the proceeding raised genuine issues of fact or law. (b) Application for such indemnification may be made (i) in the civil action in which the expenses were or are to be incurred or other amounts were or are to be paid; or (ii) to the Superior Court in a separate proceeding. If the application is for indemnification arising out of a civil action, it shall set forth reasonable cause for the failure to make application for such relief in the action or proceeding in which the expenses were or are to be incurred or other amounts were or are to be paid. The application shall set forth the disposition of any previous application for indemnification and shall be made in such manner and form as may be required by the applicable rules of court or, in the absence thereof, by direction of the court to which it is made. Such application shall be upon notice to the corporation. The court may also direct that notice shall be given at the expense of the corporation to the shareholders and such other persons as it may designate in such manner as it may require. (8) The indemnification and advancement of expenses provided by or granted pursuant to the other subsections of this section shall not exclude any other rights, including the right to be indemnified against liabilities and expenses incurred in proceedings by or in the right of the corporation, to which a corporate agent may be entitled under a certificate of incorporation, bylaw, agreement, vote of shareholders, or otherwise; provided that no indemnification shall be made to or on behalf of a corporate agent if a judgment or other final adjudication adverse to the corporate agent establishes that his acts or omissions (a) were in breach of his duty of loyalty to the corporation or its shareholders, as defined in subsection (3) of N.J.S.14A:2-7, (b) were not in good faith or involved a knowing violation of law or (c) resulted in receipt by the corporate agent of an improper personal benefit. (9) Any corporation organized for any purpose under any general or special law of this State shall have the power to purchase and maintain insurance on behalf of any corporate agent against any expenses incurred in any proceeding and any liabilities asserted against him by reason of his being or having been a corporate agent, whether or not the corporation would have the power to indemnify him against such expenses and liabilities under the provisions of this section. The corporation may purchase such insurance from, or such insurance may be reinsured in whole or in part by, an insurer owned by or otherwise affiliated with the corporation, whether or not such insurer does business with other insureds. (10) The powers granted by this section may be exercised by the corporation, notwithstanding the absence of any provision in its certificate of incorporation or bylaws authorizing the exercise of such powers. (11) Except as required by subsection 14A:3-5(4), no indemnification shall be made or expenses advanced by a corporation under this section, and none shall be ordered by a court, if such action would be inconsistent with a provision of the certificate of incorporation, a bylaw, a resolution of the board of directors or of the shareholders, an agreement or other proper corporate action, in effect at the time of the accrual of the alleged cause of action asserted in the proceeding, which prohibits, limits or otherwise conditions the exercise of indemnification powers by the corporation or the rights of indemnification to which a corporate agent may be entitled. (12) This section does not limit a corporation's power to pay or reimburse expenses incurred by a corporate agent in connection with the corporate agent's appearance as a witness in a proceeding at a time when the corporate agent has not been made a party to the proceeding. (13) A right to indemnification or to advancement of expenses in favor of an officer or director pursuant to a corporation's certificate of incorporation or bylaws shall not be eliminated or impaired by an amendment to the certificate of incorporation or bylaws after the occurrence of an act or omission that is the subject of a civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the certificate of incorporation or bylaws in effect at the time of the act or omission explicitly authorizes that elimination or impairment after the action or omission has occurred. amended 1973, c.366, s.8; 1987, c.35, s.2; 1988, c.94, s.13; 1989, c.17, s.2; 2011, c.31, s.1; 2014, c.77.
N.J. Stat. § 14A:5-7 — NJ Code / Title 14A / Chapter 5 / Section 5-7
Fixing record date
Status: in_force

14A:5-7. Fixing record date. (1) The bylaws may provide for fixing, or in the absence of such a provision the board may fix, in advance, a date as the record date for determining the corporation's shareholders with regard to any corporate action or event and, in particular, for determining the shareholders entitled to (a) notice of or to vote at any meeting of shareholders or any adjournment thereof; (b) give a written consent to any action without a meeting; or (c) receive payment of any dividend or allotment of any right. The record date may in no case be more than 60 days prior to the shareholders' meeting or other corporate action or event to which it relates. The record date for a shareholders' meeting may not be less than 10 days before the date of the meeting. The record date to determine shareholders entitled to give a written consent may not be more than 60 days before the date fixed for tabulation of the consents or, if no date has been fixed for tabulation, more than 60 days before the last day on which consents received may be counted. (2) If no record date is fixed (a) the record date for a shareholders' meeting shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and (b) the record date for determining shareholders for any purpose other than that specified in paragraph 14A:5-7(2)(a) shall be at the close of business on the day on which the resolution of the board relating thereto is adopted; and (c) the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by this act, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. (3) When a determination of shareholders of record for a shareholders' meeting has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date under this section for the adjourned meeting. L.1968, c.350; amended 1973,c.366,s.13; 1995,c.279,s.5.
N.J. Stat. § 14A:7-3 — NJ Code / Title 14A / Chapter 7 / Section 7-3
Subscription for shares.
Status: in_force

14A:7-3. Subscription for shares. (1) Unless otherwise provided by the subscription agreement or unless all of the subscribers consent to the revocation of such subscription, a subscription for shares of a corporation to be formed shall be irrevocable for a period of six months if no certificate of incorporation shall be filed within such period. If the certificate of incorporation is filed within such period, or if it is filed at any later time before revocation, such subscription shall also be irrevocable until 60 days after the filing of the certificate of incorporation. Subscriptions for shares, whether made before or after the organization of a corporation, shall be accepted or rejected by the board, unless the certificate of incorporation or the bylaws require action by the shareholders. (2) (Deleted by amendment, P.L.1997, c.252.) (3) A subscriber shall not become a holder of any shares for which the full consideration has not been paid. Unless otherwise provided by the subscription agreement (a) Any payment made by the subscriber, in accordance with the subscription agreement or as called for by the board, shall be applied to pay the full consideration for as many whole shares as possible and any remaining balance of such payment shall be applied as part payment of a share; (b) A share certificate shall be registered in the name of the subscriber for the number of shares so paid for in full; and (c) The corporation shall be entitled to retain such share certificate as security for the performance by the subscriber of his obligations under the subscription agreement and subject to the power of sale or rescission upon default provided in paragraphs 14A:7-3(5)(b) and 14A:7-3(5)(c). (4) Unless otherwise provided by the subscription agreement (a) Subscriptions for shares, whether made before or after the organization of a corporation, shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board; (b) Any call made by the board for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series, as the case may be; (c) All such calls for payments on subscriptions shall be upon 30 days' notice thereof and of the time and place of payment, which notice shall be given personally or by registered or certified mail. (5) In the event of default in the payment of any installment or call or other amount due under the terms of the subscription agreement, including any amount which may become due as a result of a default in the performance of any provision thereof, the corporation shall have the following rights and duties: (a) It may proceed to collect the amount due in the same manner as any other debt owing to it. At any time before full satisfaction of the claim or any judgment therefor, it may proceed as provided in paragraph 14A:7-3(5)(b). (b) It may sell the shares in any reasonable manner. Notice of the time and place of any public sale or of the time after which any private sale may be had, together with a statement of the amount due upon each share, shall be given in writing to the subscriber personally or by registered or certified mail at least 20 days before any such time stated in the notice. Unless otherwise provided in the subscription agreement, the corporation may not be the purchaser at any sale. Any excess of net proceeds realized over the amount due plus interest shall be paid over to the subscriber. If the sale is made in good faith, in a reasonable manner and upon the notice required by this paragraph, the corporation may recover the difference between the amount due plus interest and the net proceeds of the sale. A good faith purchaser for value shall acquire title to the sold shares free of any rights of the subscriber even though the corporation fails to comply with one or more of the requirements of this subsection. (c) It may rescind the subscription, with the effect provided in subsection 14A:7-3(6), and may recover damages for breach of contract. Unless special circumstances show proximate damages of a different amount, the measure of damages shall be the difference between the market price at the time and place for tender of the shares and the unpaid contract price. Liquidated damages may be provided for in the subscription agreement in an amount which is reasonable under the circumstances, including the difficulties of proof of loss. The subscriber shall be entitled to restitution of any amount by which the sum of his payments exceeds the corporation's damages for breach of contract, whether fixed by agreement or judgment. The rights and duties set forth in subsection 14A:7-3(5) shall be interpreted as cumulative so far as is consistent with the purpose of entitling the corporation to a full and single recovery of the amount due or its damages. The subscription agreement may limit the rights and remedies of the corporation set forth in subsection 14A:7-3(5), and may add to them so far as is consistent with the preceding sentence. (6) The rescission by the corporation of a subscription under which a portion of the shares subscribed for have been issued and in which the corporation retains a security interest, as provided in subsection 14A:7-3(3), shall effect the cancellation of such shares. (7) A contract made with a corporation to purchase its shares is a subscription agreement and not an executory contract to purchase shares, unless otherwise provided in the agreement. L.1968, c.350; amended 1973,c.366,s.31; 1988,c.94,s.35, 1997,c.252,s.20.
N.J. Stat. § 14A:2-1 — NJ Code / Title 14A / Chapter 2 / Section 2-1
Purposes
Status: in_force

A corporation may be organized under this act for any lawful business purpose or purposes except to do in this State any business for which organization is permitted under any other statute of this State unless such statute permits organization under this act.
L.1968, c.350.
N.J. Stat. § 14A:16-4 — NJ Code / Title 14A / Chapter 16 / Section 16-4
Effective date
Status: in_force

This act shall take effect on January 1, 1969.
L.1968, c.350.
N.J. Stat. § 14A:1-8 — NJ Code / Title 14A / Chapter 1 / Section 1-8
Notices.
Status: in_force

14A:1-8. In computing the period of time for the giving of any notice required or permitted by this act, or by a certificate of incorporation or by-laws or any resolution of directors or shareholders, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included. If notice is given by mail, the notice shall be deemed to be given when deposited in the mail addressed to the person to whom it is directed at his last address as it appears on the records of the corporation, with postage prepaid thereon. Any notice required or permitted to be given under this act by electronic transmission as defined in section 2 of P.L.2009, c.176 (C.14A:1-8.1), mail or by certified mail, return receipt requested, may be given by personal delivery to the person to whom it is directed. Amended 1988, c.94, s.3; 2009, c.176, s.1.
N.J. Stat. § 14A:15-3 — NJ Code / Title 14A / Chapter 15 / Section 15-3
Additional corporate filing fees
Status: in_force

14A:15-3. Additional corporate filing fees. The State Treasurer shall also charge and collect for: (1) filing an application to reserve a specified corporate name and issuing a certificate of reservation $50.00 if application is for the first name available for corporate use among not more than three specified names $50.00 (2) filing a notice of transfer of a reserved corporate name $25.00 (3) filing an application by a foreign corporation to register its corporate name $50.00 (4) filing an application by a foreign corporation to renew the registration of its corporate name $50.00 (5) filing a statement of cancellation of shares $75.00 (6) filing a statement of reduction of stated capital $75.00 (7) filing a certificate as to the acquisition of the shares or a class of shares of a domestic corporation $75.00 (8) issuing a certificate of standing, including registered agent and registered office $25.00 (9) issuing a certificate of standing, same as above, but including incorporators, officers and directors, and authorized shares $25.00 (10) issuing a certificate of standing, listing charter documents $25.00 (11) issuing a certificate of availability of corporate name (one to three names) $25.00 (12) filing a certificate of registration of alternate name $50.00 (13) filing a certificate of renewal of registration of alternate name $25.00 (14) filing a certificate of correction, in addition to any applicable license fee $10.00 (15) filing and issuing a rein (15) filing and issuing a reinstatement of charter $75.00 (16) corporate status reports -- per name $5.00 (17) accepting service of process against corporation pursuant to N.J.S.2A:15-26 et seq. $25.00 (18) filing a termination of alternate name $75.00 L.1968, c.350; amended 1971, c.253, s.5; 1973, c.366, s.78; 1979, c.295; 1982, c.52, s.6; 1987, c.435, s.10; 1988, c.94, s.70; 2002, c.34, s.21.
N.J. Stat. § 14A:14-24 — NJ Code / Title 14A / Chapter 14 / Section 14-24
Reorganization under act of Congress; implementation of plan of reorganization
Status: in_force

(1) A corporation shall have the power to do any act required or permitted by a plan of reorganization in order to put such plan in effect according to its terms. (2) The power conferred by subsection (1) of this section shall be exercised by the trustee or trustees, or other person or persons acting in similar capacities, appointed in the reorganization proceeding resulting in the plan of reorganization, or, if none be then acting, by any other person or persons designated or appointed for such purpose in such organization proceeding, or, if no such other person or persons be then acting, by an officer or officers of the corporation. (3) The exercise of the power to put in effect a plan of reorganization by those designated in subsection (2) of this section shall have the same effect as if done with the unanimous consent of the directors and the shareholders.
L.1968, c.350.
N.J. Stat. § 14A:14-23 — NJ Code / Title 14A / Chapter 14 / Section 14-23
Reorganization under act of Congress; "plan of reorganization" defined
Status: in_force

As used in sections 14A:14-24, 14A:14-25 and 14A:14-26, "plan of reorganization" means a plan of corporate reorganization which has been ordered or confirmed by a court or by a commission or other agency of the United States, in a proceeding brought under any act of Congress providing for the reorganization of corporations.
L.1968, c.350.
N.J. Stat. § 14A:13-8 — NJ Code / Title 14A / Chapter 13 / Section 13-8
Withdrawal of foreign corporation
Status: in_force

(1) A foreign corporation authorized to transact business in this State may withdraw from this State upon procuring from the Secretary of State a certificate of withdrawal. In order to procure such a certificate of withdrawal, such foreign corporation shall file in the office of the Secretary of State an application for withdrawal executed on behalf of the corporation setting forth (a) the name of the corporation and the jurisdiction of its incorporation; (b) that the corporation is not transacting business in this State; (c) that the corporation surrenders its authority to transact business in this State; and (d) a post-office address within or without this State to which the Secretary of State may mail a copy of any process against the corporation that may be served on him. (2) Upon the filing of the application for withdrawal, the Secretary of State shall issue to the corporation a certificate of withdrawal, whereupon (a) the authority of the corporation to transact business in this State shall cease; (b) the authority of its registered agent in this State to accept service of any process against the corporation shall be deemed revoked; (c) the corporation shall be deemed to have irrevocably consented that service of process in any action or proceeding based upon any liability or obligation incurred by it within this State before the issuance of the certificate of withdrawal may thereafter be made on such corporation by service thereof on the Secretary of State or the chief clerk in his office; and (d) the Secretary of State shall be charged with such duties and shall be entitled to receive such fees with respect to any process which may be served hereunder on him or the chief clerk of his office, as are provided in N.J.S. sections 2A:15-26 to 2A:15-30. (3) The post-office address specified in paragraph 14A:13-8(1)(d) may be changed from time to time by filing in the office of the Secretary of State a certificate executed on behalf of the corporation setting forth (a) the name of the foreign corporation; (b) the jurisdiction of its incorporation; (c) the date of the issuance of its certificate of withdrawal by the Secretary of State; and (d) the changed post-office address.
L.1968, c.350.
N.J. Stat. § 14A:10-1 — NJ Code / Title 14A / Chapter 10 / Section 10-1
Procedure for merger
Status: in_force

14A:10-1. Procedure for merger. (1) Any two or more domestic corporations, or any one or more domestic corporations and any one or more other business entities, may merge into one of such corporations or other business entities pursuant to a plan of merger approved in the manner provided in this act. (2) The board of each corporation shall approve a plan of merger setting forth (a) The names of the corporations or other business entities proposing to merge, and the name of the corporation or other business entity into which they propose to merge, which is hereinafter designated as the surviving corporation or surviving other business entity; (b) The terms and conditions of the proposed merger, including a statement of any amendments in the certificate of incorporation of the surviving corporation to be effected by such merger which amendments may be set forth in and effected by a restated certificate of incorporation which may be filed as an additional document together with the certificate of merger; (c) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving corporation or of the surviving other business entity, or of any other corporation or other business entity, or, in whole or in part, into cash or other property; and (d) Such other provisions with respect to the proposed merger as are deemed necessary or desirable. L.1968, c.350; amended 1973,c.366,s.51; 1988,c.94,s.56; 1995,c.279,s.12.
N.J. Stat. § 14A:18-7 — NJ Code / Title 14A / Chapter 18 / Section 18-7
"Benefit director."
Status: in_force

7. a. The board of directors of a benefit corporation shall include one director who shall be designated the "benefit director" and shall have, in addition to all of the powers, duties, rights and immunities of the other directors of the benefit corporation, the powers, duties, rights and immunities provided in this act. b. The benefit director shall be elected, and may be removed, in the manner provided by chapter 6 of Title 14A of the New Jersey Statutes, and shall be an individual who is independent. The benefit director may serve as the benefit officer, designated pursuant to section 9 of this act, at the same time as serving as the benefit director. The certificate of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this subsection. c. The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by section 11 of this act, a statement whether, in the opinion of the benefit director, the benefit corporation acted in accordance with its general, and any specific, public benefit purpose in all material respects during the period covered by the report and whether the directors and officers complied with subsection a. of section 6 of this act and subsection a. of section 8 of this act. If in the opinion of the benefit director the benefit corporation or its directors or officers failed to act in accordance with its public benefit purpose, then the statement of the benefit director shall include a description of the ways in which the benefit corporation or its directors or officers failed to act. d. If the by-laws of a benefit corporation provide that the powers and duties conferred or imposed upon the board of directors shall be exercised or performed by a person other than the directors pursuant to N.J.S.14A:6-1, then the bylaws of the benefit corporation must provide that the person or shareholders who perform the duties of a board of directors shall include a person with the powers, duties, rights and immunities of a benefit director. e. Regardless of whether the certificate of incorporation of a benefit corporation includes a provision eliminating or limiting the personal liability of directors authorized by subsection (3) of N.J.S.14A:2-7, a benefit director shall not be personally liable for any act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct or a knowing violation of law. L.2011, c.30, s.7.
N.J. Stat. § 14A:11-6 — NJ Code / Title 14A / Chapter 11 / Section 11-6
Determination of fair value by agreement
Status: in_force

(1) Not later than 10 days after the expiration of the period within which shareholders may make written demand to be paid the fair value of their shares, the corporation upon which such demand has been made pursuant to subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) shall mail to each dissenting shareholder the balance sheet and the surplus statement of the corporation whose shares he holds, as of the latest available date which shall not be earlier than 12 months prior to the making of such offer and a profit and loss statement or statements for not less than a 12-month period ended on the date of such balance sheet or, if the corporation was not in existence for such 12-month period, for the portion thereof during which it was in existence. The corporation may accompany such mailing with a written offer to pay each dissenting shareholder for his shares at a specified price deemed by such corporation to be the fair value thereof. Such offer shall be made at the same price per share to all dissenting shareholders of the same class, or, if divided into series, of the same series. (2) If, not later than 30 days after the expiration of the 10-day period limited by subsection 14A:11-6(1), the fair value of the shares is agreed upon between any dissenting shareholder and the corporation, payment therefor shall be made upon surrender of the certificate or certificates representing such shares. L.1968, c.350; amended by L.1973, c. 366, s. 63, eff. May 1, 1974.
N.J. Stat. § 14A:12-10 — NJ Code / Title 14A / Chapter 12 / Section 12-10
Revocation of dissolution proceedings
Status: in_force

(1) Dissolution proceedings commenced pursuant to sections 14A:12-3, 14A:12-4 or 14A:12-5 may be revoked at any time within 60 days after the effective time of dissolution, as determined pursuant to section 14A:12-8, provided that no distribution of corporate assets has been made to the shareholders and no proceeding pursuant to section 14A:12-15 is pending, by filing in the office of the Secretary of State a certificate of revocation signed, in person or by proxy, by all of the shareholders, stating that revocation is effective pursuant to subsection 14A:12-10(1) and that all the shareholders of the corporation have signed the certificate, in person or by proxy. (2) Dissolution proceedings commenced pursuant to sections 14A:12-3 or 14A:12-4 may also be revoked at any time within 60 days after the effective time of dissolution, as determined pursuant to section 14A:12-8, provided that no distribution of corporate assets has been made to the shareholders and no proceeding pursuant to section 14A:12-15 is pending, in the following manner: (a) The board of directors shall call a meeting of shareholders to vote upon the question of revocation of the dissolution proceedings. In connection with such meeting, the shareholders shall be given the same notice, and the revocation shall be approved by the same vote, as that required by section 14A:12-4 for the approval of dissolution. (b) A certificate of revocation, stating (i) that dissolution is revoked pursuant to subsection 14A:12-10(2), and (ii) the matters required by subsection 14A:12-4(6) shall be executed on behalf of the corporation and shall be filed in the office of the Secretary of State. L.1968, c.350; amended by L.1969, c. 102, s. 14.
N.J. Stat. § 14:11-16 — NJ Code / Title 14 / Chapter 11 / Section 11-16
(1). Corporations organized for educational, library or literary purposes having authority to issue capital stock; change of name; increase of capital stock, procedure
Status: in_force

1. Any corporation of this state, organized for educational, library or literary purposes, incorporated under any general or special law of this state authorizing the issue of capital stock by such corporation, may change its name or increase its capital stock in manner following: The board of directors, trustees or managers of such corporation shall pass a resolution declaring that such change of name or increase of capital stock is advisable; a copy of such resolution, certified by the president and secretary under the corporate seal, acknowledged or proved as in the case of deeds of real estate, together with the written assent of a majority in interest of the stockholders of said corporation, shall be filed in the office of the secretary of state, and upon the filing of the same, the charter or certificate of incorporation of said corporation shall be deemed to be amended accordingly, and the certificate of the secretary of state that such certified copy of the resolution of the board of directors, managers or trustees, and assent of stockholders have been filed in his office, shall be taken and accepted as evidence of such change of name or increase of stock in all courts and places. L.1904, c. 118, s. 1, p. 244 [C.S. p. 4297, s. 7].2. Any corporation of this state organized for educational, library or literary purposes, incorporated under any general or special law of this state, authorizing the issue of capital stock by such corporation, and also authorizing the issue by such corporation of preferred stock or preferred shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation, but never having actually issued any such preferred stock or preference shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation, may abrogate and surrender any provision in its charter or certificate of incorporation authorizing the issue of such preferred stock or preference shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation, in manner following: The board of directors, managers or trustees shall pass a resolution declaring that the abrogation or surrender by the corporation of the provision in its charter or certificate of incorporation, authorizing the issue of preferred stock, preference shares or shares of stock entitled to dividend or interest in preference to other shares of the corporation, is advisable; a copy of such resolution, certified by the president and secretary under the corporate seal, acknowledged or proved as in the case of deeds of real estate, together with the written assent of a majority in interest of the stockholders of said corporation, shall be filed in the office of the secretary of state, and upon the filing of the same, the charter or certificate of incorporation of said corporation shall be deemed to be amended accordingly, and the certificate of the secretary of state that such certified copy of the resolution of the board of directors, managers or trustees, and assent of stockholders have been filed in his office, shall be taken and accepted as evidence of such abrogation and surrender of the provision in the charter or certificate of incorporation of said corporation authorizing the issue of preferred stock, preference shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation in all courts and places. L.1904, c. 118, s. 2, p. 244 [C.S. p. 4297, s. 8].
N.J. Stat. § 14A:17-13 — NJ Code / Title 14A / Chapter 17 / Section 17-13
Corporate existence; corporation to convert to business corporation; acquisition of shares of disqualified or deceased shareholder
Status: in_force

(a) A professional corporation shall have perpetual existence until dissolved in accordance with the provisions of the Business Corporation Act of New Jersey. (b) Whenever all shareholders of a professional corporation shall cease at any one time and for any reason to be duly licensed or otherwise legally authorized to render the same professional service for which such corporation was organized, or if such corporation shall for any reason fail to comply or require compliance with the provisions of this section or of section 11 of this act, said corporation shall thereupon be treated as converted into and shall operate thereafter solely as a business corporation under applicable provisions of the Business Corporation Act of New Jersey, exclusive of this act. (c) Within 375 days following the date of death of a shareholder, or within 90 days following his disqualification to own shares in the corporation, all of the shares of such shareholder shall be transferred to, and acquired by, the corporation or persons qualified to own such shares. If such transfer and acquisition is not otherwise effected within said period, the corporation shall forthwith purchase and redeem all of his shares at the book value thereof, determined as of the end of the month immediately preceding death or disqualification. For this purpose, the book value shall be determined by an independent certified public accountant employed by the professional corporation from the books and records of the corporation in accordance with the regular methods of accounting used by it. Such determination shall be conclusive on the professional corporation and its shareholders. Nothing contained in this section shall prevent the parties involved from making any other arrangement or provision in the certificate of incorporation or by-laws, or by agreement, to transfer the shares of a deceased or disqualified shareholder to the corporation or to persons qualified to own the same, whether made before or after the death or disqualification of the shareholder, provided that within the period herein specified, all the stock involved shall have been so transferred. L.1969, c. 232, s. 13, eff. Dec. 16, 1969.
N.J. Stat. § 14A:1-7 — NJ Code / Title 14A / Chapter 1 / Section 1-7
Repeal of prior acts
Status: in_force

The repeal by this act of the whole or any part of any act under which there was organized any corporation in existence on the effective date of this act, shall not work a dissolution of such corporation, but such corporation, its officers, directors and shareholders shall have the same rights, and shall be subject to the same limitations, restrictions, liabilities and penalties as those prescribed by this act for corporations organized under this act, their officers, directors and shareholders.
L.1968, c.350.
N.J. Stat. § 14A:1-1 — NJ Code / Title 14A / Chapter 1 / Section 1-1
Short title; purposes; rules of construction; variation
Status: in_force

(1) This act shall be known and may be cited as the "New Jersey Business Corporation Act." (2) This act shall be liberally construed and applied to promote its underlying purposes and policies. (3) Underlying purposes and policies of this act are, among others, (a) to simplify, clarify and modernize the law governing corporations; (b) to provide a general corporate form for the conduct of lawful business with such variations and modifications from the form so provided as the interested parties in any corporation may agree upon, subject only to over-riding interests of this State and of third parties; and (c) to give special recognition to the legitimate needs of the close corporation. (4) The presence in certain provisions of this act of the words "unless otherwise provided in the certificate of incorporation" or "unless otherwise provided in the certificate of incorporation or by-laws," or words of similar import, does not imply that the effect of other provisions may not be varied by provisions in the certificate of incorporation or by-laws.
L.1968, c.350.
N.J. Stat. § 14A:5-3 — NJ Code / Title 14A / Chapter 5 / Section 5-3
Call of special meeting of shareholders
Status: in_force

Special meetings of the shareholders may be called by the president or the board, or by such other officers, directors or shareholders as may be provided in the by-laws. Notwithstanding any such provision, upon the application of the holder or holders of not less than 10% of all the shares entitled to vote at a meeting, the Superior Court, in an action in which the court may proceed in a summary manner, for good cause shown, may order a special meeting of the shareholders to be called and held at such time and place, upon such notice and for the transaction of such business as may be designated in such order. At any meeting ordered to be called pursuant to this section, the shareholders present in person or by proxy and having voting powers shall constitute a quorum for the transaction of the business designated in such order.
L.1968,c.350.
N.J. Stat. § 14A:11-5 — NJ Code / Title 14A / Chapter 11 / Section 11-5
Rights of dissenting shareholder
Status: in_force

(1) A dissenting shareholder may not withdraw his demand for payment of the fair value of his shares without the written consent of the corporation. (2) The enforcement by a dissenting shareholder of his right to receive payment for his shares shall exclude the enforcement by such dissenting shareholder of any other right to which he might otherwise be entitled by virtue of share ownership, except as provided in subsection 14A:11-4(2) and except that this subsection shall not exclude the right of such dissenting shareholder to bring or maintain an appropriate action to obtain relief on the ground that such corporate action will be or is ultra vires, unlawful or fraudulent as to such dissenting shareholder.
L.1968, c.350.
N.J. Stat. § 14A:14-2 — NJ Code / Title 14A / Chapter 14 / Section 14-2
Jurisdiction of the superior court; appointment of receiver
Status: in_force

(1) A receivership action may be brought in the Superior Court by (a) a creditor whose claim is for a sum certain or for a sum which can by computation be made certain; or (b) a shareholder or shareholders who individually or in combination own at least ten per cent of the outstanding shares of any class of the corporation; or (c) the corporation, pursuant to resolution of its board. (2) The action shall be based upon at least one of the following grounds: (a) the corporation is insolvent; (b) the corporation has suspended its ordinary business for lack of funds; (c) the business of the corporation is being conducted at a great loss and greatly prejudicial to the interests of its creditors or shareholders. (3) The court may proceed in the action in a summary manner or otherwise. It shall have power to appoint and remove one or more receivers of the corporation from time to time, and to enjoin the corporation, its officers and agents, from exercising any of its privileges and franchises, and from collecting or receiving any debts, or paying out, selling, assigning or transferring any of its property, except to a receiver, and except as the court may otherwise order. The court shall have such further powers as shall be appropriate for the fulfillment of the purposes of this chapter. (4) Every receiver shall, before assuming his duties, execute and file a bond in the office of the Clerk of the Superior Court, with such sureties and in such form as the court shall approve.
L.1968, c.350.
N.J. Stat. § 14A:5-21 — NJ Code / Title 14A / Chapter 5 / Section 5-21
Agreements as to voting; provision in certificate of incorporation as to control of directors
Status: in_force

(1) An agreement between two or more shareholders, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the shares held by them shall be voted as therein provided, or as they may agree, or as determined in accordance with a procedure agreed upon by them. Those agreements shall be specifically enforceable. (2) A provision in the certificate of incorporation otherwise prohibited by law because it improperly restricts the board in its management of the business of the corporation, or improperly transfers or provides for the transfer to one or more persons named in the certificate of incorporation or to be selected from time to time by shareholders, all or any part of such management otherwise within the authority of the board, shall nevertheless be valid if all the incorporators have authorized such provision in the certificate of incorporation or the holders of record of all outstanding shares, whether or not having voting power, have authorized such provision in an amendment to the certificate of incorporation. If all management powers otherwise within the authority of the board are so transferred, the certificate of incorporation may provide that the corporation shall not have a board in which case the certificate of incorporation and any other certificate or document requiring a statement of the number, names, and addresses of directors shall set out in lieu thereof the name, address, and title, if any, of the person or persons in whom such management authority is then vested. (3) A provision authorized by subsection 14A:5-21(2) shall become invalid if, to the knowledge of the board, or of the person or persons having the management authority otherwise in the board, (a) Subsequent to the adoption of such provision, shares are transferred or issued to any person who takes delivery of the share certificate without notice thereof, unless such person consents in writing to such provisions; or (b) Any shares of the corporation are listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of a national or affiliated securities association. (4) If a provision authorized by subsection 14A:5-21(2) shall have become invalid as provided in subsection 14A:5-21(3), the board, or the person or persons having the management authority otherwise in the board, shall amend the certificate of incorporation to delete such provision by filing a certificate of amendment in the office of the Secretary of State. The certificate shall be executed on behalf of the corporation and shall set forth (a) The name of the corporation; (b) The date of the adoption of the amendment; (c) The deleted provision; and (d) The event set forth in subsection 14A:5-21(3) by reason of which the provision has become invalid. (5) The effect of any provision authorized by subsection 14A:5-21(2) shall be to relieve the directors, if any, and grant to and impose upon, the person or persons vested with management authority otherwise in the board the rights, powers, privileges, and liabilities, including liability for managerial acts or omissions, that are granted to and imposed upon directors by law to the extent that, and so long as, the discretion and powers which otherwise would be in the directors in their management of corporate affairs are vested in such person or persons by any such provision. Such person or persons shall be deemed to be directors for purposes of applying the provisions of this act and shall be deemed to be corporate agents for the purposes of section 14A:3-5. (6) If the certificate of incorporation contains a provision authorized by subsection 14A:5-21(2), the existence of such provision shall be noted conspicuously on the face of every certificate for shares issued by such corporation, and each holder of such certificate shall conclusively be deemed to have taken delivery with notice of such provision. (7) As used in this section, "person" shall include a natural person, a domestic or foreign corporation, a partnership, limited partnership, trust, firm, society, association, joint stock company, or any other entity legally competent to contract in its own name. L.1968, c.350; amended 1973,c.366,s.16; 1988,c.94,s.21.
N.J. Stat. § 14A:7-8.1 — NJ Code / Title 14A / Chapter 7 / Section 7-8.1
Par value of shares and stated capital.
Status: in_force

(1) Unless otherwise provided in the certificate of incorporation, all shares shall have no par value and no stated capital shall be required to be maintained. (2) A corporation in its certificate of incorporation may specify a par value for any class or series of its shares, may require that a specified stated capital be maintained, or may impose any other capitalization requirements. A corporation which specifies in its certificate of incorporation the par value for its shares or a specified stated capital shall not be subject to any limitations on distributions other than those set forth in section 14A:7-14.1, unless other restrictions are set forth in the certificate of incorporation. (3) If for any reason the laws of this State or those of any other jurisdiction require that the par value of shares or stated capital of a corporation be ascertained, then solely for that purpose a domestic corporation which has not otherwise made express provision therefor in its certificate of incorporation shall be deemed to have declared and be entitled to declare that its capital stock has a par value of one mill per share and a stated capital of one mill times the number of shares then outstanding. (added) 1988,c.94,s.40.
N.J. Stat. § 14A:5-23 — NJ Code / Title 14A / Chapter 5 / Section 5-23
Voting powers of bondholders; right to inspect
Status: in_force

The certificate of incorporation may confer upon the holders of bonds issued by the corporation the power to vote for the election of directors and in respect to other corporate affairs and management, upon such terms and conditions as the certificate of incorporation shall provide. The certificate of incorporation or by-laws may provide for the manner of exercising such voting powers. The holders of bonds with voting powers shall, when entitled by the terms of such bonds to exercise such voting powers, have the same rights as those accorded to shareholders under section 14A:5-28.
L.1968, c.350.
N.J. Stat. § 14A:10-11 — NJ Code / Title 14A / Chapter 10 / Section 10-11
Sale or other disposition of assets other than in regular course of business
Status: in_force

14A:10-11. Sale or other disposition of assets other than in regular course of business. (1) A sale, lease, exchange, or other disposition of all, or substantially all, the assets of a corporation, if not in the usual and regular course of its business as conducted by such corporation, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds, or other securities of any other corporation, domestic or foreign, as may be authorized in the following manner: (a) The board shall recommend such sale, lease, exchange, or other disposition and direct that it be submitted to a vote at a meeting of shareholders. (b) Written notice shall be given not less than 20 nor more than 60 days before such meeting to each shareholder of record, whether or not entitled to vote at such meeting, in the manner provided in this act for the giving of notice of meetings of shareholders. Such notice shall include, or shall be accompanied by (i) a statement summarizing the principal terms of the proposed transaction; and (ii) a statement informing shareholders who, under Chapter 11 of this act, are entitled to dissent, that they have the right to dissent and to be paid the fair value of their shares and outlining briefly, with particular reference to the time periods within which actions must be taken, the procedures set forth in Chapter 11 of this act with which they must comply in order to assert and enforce such right. (c) At such meeting the shareholders may approve such sale, lease, exchange, or other disposition and may fix, or may authorize the board to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such sale, lease, exchange or other disposition shall be approved upon receiving the affirmative vote of a majority of the votes cast by the holders of shares entitled to vote thereon, and, in addition, if any class or series of shares is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote; except that, in the case of a corporation organized prior to January 1, 1969, the sale, lease, exchange, or other disposition shall be approved upon receiving the affirmative vote of two-thirds of the votes so cast. (d) Subject to the provisions of section 14A:5-12, a corporation organized prior to January 1, 1969, may adopt the majority voting requirements prescribed in paragraph 14A:10-11(1)(c) by an amendment of its certificate of incorporation adopted by the affirmative vote of two-thirds of the votes cast by the holders of shares entitled to vote thereon. (2) Notwithstanding such approval or authorization by the shareholders, the board may abandon such sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action by the shareholders. (3) The sale, lease, exchange, or other disposition of all, or substantially all, the assets of one or more subsidiaries of a corporation, if not in the usual and regular course of business as conducted by such subsidiary or subsidiaries, shall be treated as a disposition within the meaning of subsection 14A:10-11(1) if the subsidiary or subsidiaries constitute all, or substantially all, the assets of the corporation. (4) Notwithstanding the provisions of subsection (1) of this section, a parent corporation may, upon such terms and conditions and for such consideration as may be determined by its board, transfer any or all of its assets to any corporation, all of the outstanding shares of which are owned, directly or indirectly, by the parent corporation, and, unless the certificate of incorporation of the parent corporation otherwise requires, no approval or authorization by the shareholders of the parent corporation shall be required. L.1968, c.350; amended 1973,c.366,s.58; 1988,c.94,s.61; 1995,c.279,s.16.
N.J. Stat. § 14A:2-7 — NJ Code / Title 14A / Chapter 2 / Section 2-7
Certificate of incorporation
Status: in_force

14A:2-7. Certificate of incorporation. (1) The certificate of incorporation shall set forth: (a) The name of the corporation; (b) The purpose or purposes for which the corporation is organized. It shall be a sufficient compliance with this paragraph to state, alone or with specifically enumerated purposes, that the corporation may engage in any activity within the purposes for which corporations may be organized under this act, and all such activities shall by such statement be deemed within the purposes of the corporation, subject to express limitations, if any; (c) The aggregate number of shares which the corporation shall have authority to issue; (d) If the shares are, or are to be, divided into classes, or into classes and series, the designation of each class and series, the number of shares in each class and series, and a statement of the relative rights, preferences and limitations of the shares of each class and series, to the extent that such designations, numbers, relative rights, preferences and limitations have been determined; (e) If the shares are, or are to be, divided into classes, or into classes and series, a statement of any authority vested in the board to divide the shares into classes or series or both, and to determine or change for any class or series its designation, number of shares, relative rights, preferences and limitations; (f) Any provision not inconsistent with this act or any other statute of this State, which the incorporators elect to set forth for the management of the business and the conduct of the affairs of the corporation, or creating, defining, limiting or regulating the powers of the corporation, its directors and shareholders or any class of shareholders, including any provision which under this act is required or permitted to be set forth in the bylaws; (g) The address of the corporation's initial registered office, and the name of the corporation's initial registered agent at such address. On or after the effective date of this 1989 amendatory and supplementary act, the address of the registered office as shown on the certificate of incorporation shall be a complete address, including the number and street location of the registered office and, if applicable, the post office box number; (h) The number of directors constituting the first board and the names and addresses of the persons who are to serve as such directors; (i) The names and addresses of the incorporators; (j) The duration of the corporation if other than perpetual; and (k) If, pursuant to subsection 14A:2-7(2), the certificate of incorporation is to be effective on a date subsequent to the date of filing, the effective date of the certificate. (2) The certificate of incorporation shall be filed in the office of the Secretary of State. The corporate existence shall begin upon the effective date of the certificate, which shall be the date of the filing or such later time, not to exceed 90 days from the date of filing, as may be set forth in the certificate. Such filing shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and, after the corporate existence has begun, that the corporation has been incorporated under this act, except as against this State in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation. (3) The certificate of incorporation may provide that a director or officer shall not be personally liable, or shall be liable only to the extent therein provided, to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders, except that such provision shall not relieve a director or officer from liability for any breach of duty based upon an act or omission (a) in breach of such person's duty of loyalty to the corporation or its shareholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of an improper personal benefit. As used in this subsection, an act or omission in breach of a person's duty of loyalty means an act or omission which that person knows or believes to be contrary to the best interests of the corporation or its shareholders in connection with a matter in which he has a material conflict of interest. L.1968, c.350; amended 1987,c.35,s.1; 1988,c.94,s.10; 1989,c.17,s.1; 1989,c.175, s.1.
N.J. Stat. § 14A:17-17 — NJ Code / Title 14A / Chapter 17 / Section 17-17
Construction
Status: in_force

The provisions of this act shall not be construed as repealing, modifying or restricting the applicable provisions of law relating to incorporations, sales of securities or regulating the several professions enumerated in this act except insofar as such laws conflict with the provisions of this act. L.1969, c. 232, s. 17, eff. Dec. 16, 1969.
N.J. Stat. § 14A:14-1 — NJ Code / Title 14A / Chapter 14 / Section 14-1
Definitions
Status: in_force

As used in this chapter, and unless the context requires otherwise (a) "corporation" means a domestic corporation and a foreign corporation; (b) "creditor" means the holder of any claim, of whatever character, against a corporation, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, absolute or contingent; (c) "debt" includes any legal liability, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent; (d) "encumbrance" means a mortgage, security interest, lien or charge of any nature in or upon property; (e) "fair consideration" is given for property or an obligation when, in exchange for such property or obligation, as a fair equivalent therefor, and in good faith, property is transferred or an antecedent debt is satisfied; or when such property or obligation is received in good faith to secure a present advance or antecedent debt in amount not disproportionately small as compared with the value of the property or obligation obtained; (f) "insolvent" : a corporation shall be deemed to be insolvent for the purposes of this chapter (1) when the aggregate of its property, exclusive of any property which it may have conveyed, transferred, concealed, removed or permitted to be concealed or removed, with intent to defraud, hinder or delay its creditors, shall not at a fair valuation be sufficient in amount to pay its debts; or (2) when the corporation is unable, by its available assets or the honest use of credit, to pay its debts as they become due; (g) "property" means real property, tangible and intangible personal property, and rights, claims and franchises of every nature; (h) "receiver" means a receiver of a corporation appointed pursuant to this chapter, and includes corporations authorized by law to act as receivers in this State, as well as individuals; (i) "receivership action" means an action brought pursuant to this chapter for the appointment of a receiver of a corporation; (j) "transfer" means the sale and every other method, direct or indirect, of disposing of or parting with property or with an interest therein, or with the possession thereof, or of fixing a lien upon property or upon an interest therein, absolutely or conditionally, voluntarily or involuntarily, by or without judicial proceedings, as a conveyance, sale, payment, pledge, mortgage, lien, encumbrance, gift, security, or otherwise; the retention of security title to property delivered to a corporation shall be deemed a transfer suffered by such corporation.
N.J. Stat. § 14A:12-6 — NJ Code / Title 14A / Chapter 12 / Section 12-6
Dissolution in action brought by the Attorney General
Status: in_force

(1) The Attorney General may bring an action in the Superior Court for the dissolution of a corporation upon the ground that the corporation (a) has procured its organization through fraud; (b) has repeatedly exceeded the authority conferred upon it by law; or (c) has repeatedly conducted its business in an unlawful manner. (2) The Superior Court may proceed in such action in a summary manner or otherwise. (3) The enumeration in subsection 14A:12-6(1) of grounds for dissolution shall not exclude any other statutory or common law action by the Attorney General for the dissolution of a corporation or the revocation or forfeiture of its corporate franchises.
L.1968, c.350.
N.J. Stat. § 14A:7-1 — NJ Code / Title 14A / Chapter 7 / Section 7-1
Authorized shares
Status: in_force

(1) Each corporation shall have power to create and issue the number of shares stated in its certificate of incorporation. Such shares may consist of one class or may be divided into two or more classes and any class may be divided into one or more series. Each class and series may have such designation and such relative voting, dividend, liquidation and other rights, preferences, and limitations as shall be stated in the certificate of incorporation, except that all shares of the same class shall be either without par value or shall have the same par value. Each class and series shall be designated so as to distinguish its shares from those of every other class and series. (2) In particular, and without limitation upon the general power granted by subsection 14A:7-1(1), a corporation, when so authorized in its certificate of incorporation, may issue classes of shares and series of shares of any class (a) entitling the holders thereof to cumulative, non-cumulative or partially cumulative dividends; (b) entitling the holders thereof to receive dividends payable on a parity with or in preference to the dividends payable on any other class or series; (c) entitling the holders thereof to preferential rights upon the liquidation of, or upon any distribution of the assets of, the corporation; (d) convertible as provided in section 14A:7-9; (e) redeemable as provided in section 14A:7-6; (f) lacking voting rights or having limited voting rights or enjoying special or multiple voting rights.
L.1968, c.350.
N.J. Stat. § 14A:2-6 — NJ Code / Title 14A / Chapter 2 / Section 2-6
Incorporators
Status: in_force

(1) One or more individuals or domestic or foreign corporations may act as incorporator or incorporators of a corporation by signing and filing in the office of the Secretary of State a certificate of incorporation for such corporation. Individuals acting as incorporators shall be at least 18 years of age. Incorporators need not be United States citizens or residents of this State or subscribers to shares in the corporation. (2) Except as otherwise provided in the certificate of incorporation, any action required or permitted by this act to be taken by incorporators may be taken without a meeting. (3) When there are two or more incorporators, if any dies or is for any reason unable to act, the other or others may act. If there is no incorporator able to act, any person for whom an incorporator was acting as agent may act in his stead, or if such other person also dies or is for any reason unable to act, his legal representative may act. L.1968, c.350.; amended by L.1973, c. 366, s. 5, eff. May 1, 1974.
N.J. Stat. § 14A:12-7 — NJ Code / Title 14A / Chapter 12 / Section 12-7
Involuntary dissolution; other remedies
Status: in_force

(1) The Superior Court, in an action brought under this section, may appoint a custodian, appoint a provisional director, order a sale of the corporation's stock as provided below, or enter a judgment dissolving the corporation, upon proof that (a) The shareholders of the corporation are so divided in voting power that, for a period which includes the time when two consecutive annual meetings were or should have been held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors; or (b) The directors of the corporation, or the person or persons having the management authority otherwise in the board, if a provision in the corporation's certificate of incorporation contemplated by subsection 14A:5-21(2) is in effect, are unable to effect action on one or more substantial matters respecting the management of the corporation's affairs; or (c) In the case of a corporation having 25 or less shareholders, the directors or those in control have acted fraudulently or illegally, mismanaged the corporation, or abused their authority as officers or directors or have acted oppressively or unfairly toward one or more minority shareholders in their capacities as shareholders, directors, officers, or employees. (2) An action may be brought under this section by one or more directors or by one or more shareholders. In such action, in the case of appointment of a custodian or a provisional director, the court may proceed in a summary manner or otherwise. (3) One or more provisional directors may be appointed if it appears to the court that such an appointment may be in the best interests of the corporation and its shareholders, notwithstanding any provisions in the corporation's by-laws, certificate of incorporation, or any resolutions adopted by the board or shareholders. A provisional director shall have all the rights and powers of a duly elected director of the corporation, including the right to notice of and to vote at meetings of directors, until such time as he shall be removed by order of the court or, unless otherwise ordered by the court, by a vote or written consent of a majority of the votes entitled to be cast by the holders of shares entitled to vote to elect directors. (4) A custodian may be appointed if it appears to the court that such an appointment may be in the best interests of the corporation and its shareholders, notwithstanding any provisions in the corporation's by-laws, certificate of incorporation, or any resolutions adopted by the shareholders or the board. Subject to any limitations which the court imposes, a custodian shall be entitled to exercise all of the powers of the corporation's board and officers to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors, until such time as he shall be removed by order of the court or, unless otherwise ordered by the court, by the vote or written consent of a majority of the votes entitled to be cast by the holders of shares entitled to vote to elect directors. Such powers may be exercised directly or through, or in conjunction with, the corporation's board or officers, in the discretion of the custodian or as the court may order. If so provided in the order appointing him, a custodian shall have the fact-determining powers of a receiver as provided in subsections 14A:14-5 (e) and (f). (5) Any custodian or provisional director shall be an impartial person who is neither a shareholder nor a creditor of the corporation or of any subsidiary or affiliate of the corporation. (6) Any custodian or provisional director shall report from time to time to the court concerning the matter complained of, or the status of the deadlock, if any, and of the status of the corporation's business, as the court shall direct. In addition, he shall submit to the court, if so directed, his recommendations as to the appropriate disposition of the action. If, after the appointment of a custodian or provisional director, the court determines that a judgment of dissolution is in the best interests of the shareholders of the corporation, such a judgment shall be entered. The court may continue any custodian or provisional director in such office subsequent to the entry of a judgment of dissolution and until such time as the affairs of the corporation are wound up, or it may appoint such person or another as receiver, as provided in section 14A:12-15. (7) In any proceeding under this section, the court shall allow reasonable compensation to the custodian or provisional director for his services and reimbursement or direct payment of his reasonable costs and expenses which amounts shall be paid by the corporation. (8) Upon motion of the corporation or any shareholder who is a party to the proceeding, the court may order the sale of all shares of the corporation's stock held by any other shareholder who is a party to the proceeding to either the corporation or the moving shareholder or shareholders, whichever is specified in the motion, if the court determines in its discretion that such an order would be fair and equitable to all parties under all of the circumstances of the case. (a) The purchase price of any shares so sold shall be their fair value as of the date of the commencement of the action or such earlier or later date deemed equitable by the court, plus or minus any adjustments deemed equitable by the court if the action was brought in whole or in part under paragraph 14A:12-7(1)(c). (b) Within five days after the entry of any such order, the corporation shall provide each selling shareholder with the information it is required to provide a dissenting shareholder under section 14A:11-6, and within 10 days after entry of the order the purchasing party shall make a written offer to purchase at a price deemed by the purchasing party to be the fair value of the shares. (c) If the parties are unable to agree on fair value within 40 days of entry of the order, the court shall make the determination of the fair value, and the provisions of sections 14A:11-8 through 14A:11-11 shall be followed insofar as they are applicable. (d) Interest may be allowed at the rate and from the date determined by the court to be equitable, and if the court finds that the refusal of the shareholder to accept any offer of payment was arbitrary, vexatious, or otherwise not in good faith, no interest shall be allowed. If the court finds that the action was maintainable under paragraph 14A:12-7(1)(c), the court in its discretion may award to the selling shareholder or shareholders reasonable fees and expenses of counsel and of any experts, including accountants, employed by them. (e) The purchase price shall be paid by the delivery of cash, notes, or other property, or any combination thereof within 30 days after the court has determined the fair value of the shares. The court shall, in its discretion, determine the method of payment of the purchase price. Whenever practicable, the purchase price shall be paid entirely in cash. If the court determines that an all cash payment is not practicable, it shall determine the amount of the cash payment, the kind and amount of any property, whether any note shall be secured, and other appropriate terms, including the interest rate of any note. (f) Upon entry of an order for the sale of shares under this subsection, and provided the corporation or the moving shareholders post a bond in adequate amount with sufficient sureties or otherwise satisfy the court that the full purchase price of the shares, plus whatever additional costs, expenses, and fees as may be awarded, will be paid when due and payable, the selling shareholders shall no longer have any rights or status as shareholders, officers, or directors, except the right to receive the fair value of their shares plus whatever other amounts as may be awarded. In such event, the court may remove any custodian or provisional director who may have been appointed. (9) In determining whether to enter a judgment of dissolution in an action brought under this section, the court shall take into consideration whether the corporation is operating profitably and in the best interests of its shareholders, but shall not deny entry of such a judgment solely on that ground. (10) If the court determines that any party to an action brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, it may in its discretion award reasonable expenses, including counsel fees incurred in connection with the action, to the injured party or parties. L.1968, c.350; amended 1973,c.366,s.67; 1988,c.94,s.69.
N.J. Stat. § 14A:3-6.3 — NJ Code / Title 14A / Chapter 3 / Section 3-6.3
Actions taken before commencing proceeding.
Status: in_force

3. No shareholder may commence a derivative proceeding until: (1) a written demand has been made upon the corporation to take suitable action; and (2) 90 days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90-day period. L.2013, c.42, s.3.
N.J. Stat. § 14:8-22 — NJ Code / Title 14 / Chapter 8 / Section 8-22
(1). Manufacturing company incorporated by special act; exchange of full-paid capital stock for assessable shares; issuance of preferred and common shares; reissuance of stock; total capital
Status: in_force

1. That it shall and may be lawful for any manufacturing company duly incorporated by special act of incorporation of this state, to exchange any portion of its full-paid capital stock, by and with the consent of the holders thereof, for assessable shares, which shall acknowledge the payment in the aggregate of the same amount of money as may be represented by the full-paid shares so surrendered; and the directors of the said company may call from time to time for installments on the said assessable shares until the same shall be fully paid, and the directors of any such company may, with the consent of all the stockholders thereof first had and obtained in writing, issue any portion of its capital stock in preferred shares bearing a fixed rate of dividend not exceeding eight per cent per annum, which shares shall be subjected to redemption and retirement upon such conditions as may be expressed in the certificates of said stock; and the said directors may use the said preferred shares at par, or the proceeds thereof, to provide additional capital or to pay the debts of the said corporation; it shall be lawful for the said directors in their discretion to make an issue of shares of common stock equal in number to the preferred shares so issued, which common stock shall be subject to assessment from time to time by the directors of the said company for the redemption and retirement of the said preferred stock in accordance with the provisions thereof or for the general uses of the said company; provided always, that any stock of any company which may at any time have been retired or surrendered may be reissued at par for money or in payment of debts; and provided further, that at no time shall the total amount of the capital stock outstanding at any one time exceed the amount authorized by law. L.1892, c. 264, s. 1, p. 413 [C.S. p. 1671, s. 130].2. That whenever any additional stock shall be issued, or any stock shall be retired or reissued, a certificate thereof shall be filed in the office of the secretary of state, showing the total amount of stock outstanding at the date of the filing of such certificate. L.1892, c. 264, s. 2, p. 414 [C.S. p. 1671, s. 131].
N.J. Stat. § 14A:7-9 — NJ Code / Title 14A / Chapter 7 / Section 7-9
Convertible shares and bonds.
Status: in_force

(1) When so provided in its certificate of incorporation, a corporation may issue shares of any class or series convertible, at the option of the holder or of the corporation or both, into shares of any other class or classes or of any series of the same or any other class or classes. (2) Unless otherwise provided in its certificate of incorporation, a corporation may issue bonds convertible, at the option of the holder or of the corporation or both, into shares of any class or classes or of any series of any class or classes, upon such terms and conditions as may be fixed by the board. The bond instrument shall set forth or incorporate by reference the terms and conditions of the conversion privilege. (3) No issue of shares or bonds convertible into shares of the corporation shall be made unless a sufficient number of shares of the appropriate class or classes or series, either authorized but unissued or treasury shares, are reserved by the board to be issued or disposed of only in satisfaction of the conversion privileges of the convertible shares or bonds being issued. (4) If there is shareholder approval of the issue of shares or bonds convertible into shares of the corporation, such approval may provide that the board is authorized upon such issue to increase the authorized shares of any class or series to such number as will be not more than sufficient, when added to the previously authorized but unissued shares of such class or series, to satisfy the conversion privileges of the convertible shares or bonds being issued. The board, when so authorized, may increase the authorized shares of the corporation by filing a certificate of amendment to the certificate of incorporation. The certificate shall be executed on behalf of the corporation and shall set forth (a) The name of the corporation; (b) The date of adoption of the amendment; (c) The amendment so adopted; (d) That the amendment is made pursuant to authority granted by the shareholders in connection with shareholder approval of the issue of shares or bonds of the corporation convertible into the shares being authorized by the amendment; and (e) The designation of the convertible shares or bonds and the date of such shareholder approval. (5) (Deleted by amendment, P.L. 1988, c. 94.) (6) (Deleted by amendment, P.L. 1988, c. 94.) (7) When bonds have been converted, they shall be cancelled and not reissued. The disposition of converted shares is provided for in section 14A:7-18. L.1968, c.350; amended 1988,c.94,s.41.
N.J. Stat. § 14A:14-25 — NJ Code / Title 14A / Chapter 14 / Section 14-25
Reorganization under act of Congress; rights of certain shareholders
Status: in_force

In any case where a plan of reorganization of a corporation provides for any action to be taken, which, if taken pursuant to any provisions of this act would entitle dissenting shareholders to payment of the value of their shares, such action may be taken by such corporation in reorganization without payment to shareholders of the value of their shares. L.1968, c.350; amended by L.1973, c. 366, s. 76, eff. May 1, 1974.
N.J. Stat. § 14A:5-9 — NJ Code / Title 14A / Chapter 5 / Section 5-9
Quorum of shareholders
Status: in_force

(1) Unless otherwise provided in the certificate of incorporation or this act, the holders of shares entitled to cast a majority of the votes at a meeting shall constitute a quorum at such meeting. The shareholders present in person or by proxy at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Less than a quorum may adjourn. (2) Whenever the holders of any class or series of shares are entitled to vote separately on a specified item of business, the provisions of this section shall apply in determining the presence of a quorum of such class or series for the transaction of such specified item of business.
L.1968, c.350.
N.J. Stat. § 14A:17-12 — NJ Code / Title 14A / Chapter 17 / Section 17-12
Transfer of shares
Status: in_force

No shareholder of a professional corporation may transfer his shares in such corporation except to the corporation or to another individual who is eligible to be a shareholder of such corporation. L.1969, c. 232, s. 12, eff. Dec. 16, 1969.
N.J. Stat. § 14A:11A-1 — NJ Code / Title 14A / Chapter 11A / Section 11A-1
Definitions; foreign corporation, conversion, domestic corporation, certificate, approved plan.
Status: in_force

2. (1) As used in this section: "Filing office" means the Division of Revenue and Enterprise Services in the Department of the Treasury, or other State office as designated by law. "Other entity" means a partnership, limited liability company, statutory trust, business trust or association, real estate investment trust, common-law trust, national association, or any other unincorporated business, not including a sole proprietorship, whether organized under the laws of this State or under the laws of any other state or territory of the United States or the District of Columbia, the United States or any foreign country or other foreign jurisdiction, or a foreign corporation. (2) Any other entity may, upon the authorization of conversion in accordance with this section, convert to a domestic corporation. (3) Prior to filing a certificate of conversion to corporation with the filing office, a plan of conversion shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business and in accordance with applicable law, as appropriate, and a certificate of incorporation shall be approved by the same authorization required to approve the conversion. (4) Any other entity may convert to a domestic corporation by complying with subsection (3) of this section and filing in the filing office: (a) A certificate of conversion to corporation that has been executed in accordance with subsection (10) of this section and filed in accordance with N.J.S.14A:1-6; and (b) A certificate of incorporation that has been executed, acknowledged and filed in accordance with N.J.S.14A:1-6. (5) The certificate of conversion to corporation shall state: (a) The date on which and jurisdiction where the other entity was first created, incorporated, formed or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic corporation; (b) The name of the other entity immediately prior to the filing of the certificate of conversion to corporation; (c) The name of the corporation as set forth in its certificate of incorporation filed in accordance with subsection (4) of this section; (d) The future effective date or time, which shall be a date or time certain, of the conversion if it is not to be effective upon the filing of the certificate of conversion, which is not to exceed 90 days after the date of filing; and (e) That the plan of conversion has been approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business and in accordance with applicable law, as appropriate. (6) Upon the effective time of the certificate of conversion to corporation and the certificate of incorporation, the other entity shall be converted to a domestic corporation and the corporation shall thereafter be subject to all of the provisions of this title, except that notwithstanding subsection (2) of N.J.S.14A:2-7, the existence of the corporation shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, incorporated or otherwise came into being. (7) The conversion of any other entity to a domestic corporation shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a domestic corporation or the personal liability of any person incurred prior to conversion. (8) When any other entity has been converted to a domestic corporation pursuant to this section, the domestic corporation shall, for all purposes of the laws of the State of New Jersey, be deemed to be the same entity as the converting other entity. When any conversion shall have become effective under this section, for all purposes of the laws of the State of New Jersey, all of the rights, privileges and powers of the other entity that has converted, and all property, real, personal and mixed, and all debts due to that other entity, as well as all other things and causes of action belonging to that other entity, shall remain vested in the domestic corporation to which that other entity has converted and shall be the property of that domestic corporation and the title to any real property vested by deed or otherwise in that other entity shall not revert or be in any way impaired by reason of this act; but all rights of creditors and all liens upon any property of that other entity shall be preserved unimpaired, and all debts, liabilities and duties of the other entity that has converted shall remain attached to the domestic corporation to which that other entity has converted, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a domestic corporation. The rights, privileges, powers and interests in property of the other entity, as well as the debts, liabilities and duties of the other entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic corporation to which that other entity has converted for any purpose of the laws of the State of New Jersey. (9) Unless otherwise agreed for all purposes of the laws of the State of New Jersey or as required under applicable non-New Jersey law, the converting other entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of that other entity and shall constitute a continuation of the existence of the converting other entity in the form of a domestic corporation. (10) The certificate of conversion to corporation shall be signed by any person who is authorized to sign the certificate of conversion to corporation on behalf of the other entity. (11) In connection with a conversion hereunder, rights or securities of, or interests in, the other entity which is to be converted to a domestic corporation may be exchanged for or converted into cash, property, or shares of stock, rights or securities of that domestic corporation or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or shares of stock, rights or securities of or interests in another domestic corporation or other entity or may be cancelled. L.2023, c.38, s.2.
N.J. Stat. § 14A:3-6.2 — NJ Code / Title 14A / Chapter 3 / Section 3-6.2
Conditions for commencing, maintaining proceeding.
Status: in_force

2. A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (1) was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time and remains a shareholder throughout the derivative proceeding; and (2) fairly and adequately represents the interests of the corporation in enforcing the right of the corporation. L.2013, c.42, s.2.
N.J. Stat. § 14A:14-8 — NJ Code / Title 14A / Chapter 14 / Section 14-8
Rights of debtors; setoff; counterclaim
Status: in_force

(1) In all cases of mutual debts or mutual credits between the corporation and a creditor, the account shall be stated and one debt shall be set off against the other, and the balance only shall be allowed or paid. (2) A right of setoff or counterclaim shall not be allowed in favor of any debtor of the corporation if it was acquired by such debtor after the commencement of the receivership action, or within four months before such commencement, with a view to such use and with knowledge or notice that the corporation was insolvent.
L.1968, c.350.
N.J. Stat. § 14A:6-8 — NJ Code / Title 14A / Chapter 6 / Section 6-8
Director conflicts of interest
Status: in_force

(1) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any domestic or foreign corporation, firm or association of any type or kind in which one or more of its directors are directors or are otherwise interested, shall be void or voidable solely by reason of such common directorship or interest, or solely because such director or directors are present at the meeting of the board or a committee thereof which authorizes or approves the contract or transaction, or solely because his or their votes are counted for such purpose, if any one of the following is true: (a) The contract or other transaction is fair and reasonable as to the corporation at the time it is authorized, approved or ratified; or (b) The fact of the common directorship or interest is disclosed or known to the board or committee and the board or committee authorizes, approves, or ratifies the contract or transaction by unanimous written consent, provided at least one director so consenting is disinterested, or by affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (c) The fact of the common directorship or interest is disclosed or known to the shareholders, and they authorize, approve or ratify the contract or transaction. (2) Common or interested directors may be counted in determining the presence of a quorum at a board or committee meeting at which a contract or transaction described in subsection 14A:6-8(1) is authorized, approved or ratified. (3) The board, by the affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, shall have authority to establish reasonable compensation of directors for services to the corporation as directors, officers, or otherwise. L.1968, c.350; amended 1973,c.366,s.24; 1988,c.94,s.30.
N.J. Stat. § 14A:6-17 — NJ Code / Title 14A / Chapter 6 / Section 6-17
Bonds; facsimile signatures and seals
Status: in_force

The seal of the corporation and any or all signatures of the officers or other agents of the corporation upon a bond and any coupon attached thereto may be facsimiles if the bond is countersigned by an officer or other agent of a trustee or other certifying or authenticating authority. In case any officer or other agent who has signed or whose facsimile signature has been placed upon such bond or coupon shall have ceased to be such officer or agent before such bond is issued, it may be issued by the corporation with the same effect as if he were such officer or agent at the date of its issue.
L.1968, c.350.
N.J. Stat. § 14A:10-12 — NJ Code / Title 14A / Chapter 10 / Section 10-12
Shareholders' rights on other corporate acquisitions
Status: in_force

(1) Shareholders of a corporation which proposes to acquire, directly or through a subsidiary, in exchange for its shares, obligations or other securities, some or all of the outstanding shares of another corporation, or some or all of the assets of a corporation, a business trust, a business proprietorship or a business partnership, shall have the same rights, if any, as they would if they were shareholders of a surviving corporation in a merger (a) To notice of the proposed acquisition; (b) To vote on the proposed acquisition; and (c) To dissent from the proposed acquisition and be paid the fair value of their shares, if: (i) the number of voting shares outstanding immediately after the transaction, plus the number of voting shares issuable on conversion of other securities or on exercise of rights and warrants issued pursuant to the transaction, will exceed by more than 40% the total number of voting shares of the corporation outstanding immediately before the transaction; or (ii) the number of participating shares outstanding immediately after the transaction, plus the number of participating shares issuable on conversion of other securities or on exercise of rights and warrants issued pursuant to the transaction will exceed by more than 40% the total number of participating shares of the corporation outstanding immediately before the transaction. (2) As used in subsection 14A:10-12(1): (a) "Participating shares" means shares that entitle their holders to participate without limitation in distributions. (b) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors. (added) 1973,c.366,s.59; amended 1988,c.94,s.62.
N.J. Stat. § 14A:13-21 — NJ Code / Title 14A / Chapter 13 / Section 13-21
Application of state tax uniform procedure law to this act
Status: in_force

This act shall be governed in all respects by the provisions of the State tax uniform procedure law (subtitle 9 of Title 54 of the Revised Statutes) except only to the extent that a specific provision of this act may be in conflict therewith. L.1973, c. 171, s. 8, eff. June 7, 1973.
N.J. Stat. § 14A:14-13 — NJ Code / Title 14A / Chapter 14 / Section 14-13
Liens by legal process
Status: in_force

(1) Every lien against the property of a corporation shall be void if (a) such lien is obtained by attachment, judgment, levy or other legal process; and (b) a receivership action against the corporation is commenced within four months after the date on which such lien was obtained, or if such lien is obtained after the commencement of the receivership action; and (c) the assets of the corporation are distributed in the receivership action. (2) The property affected by any such lien shall be discharged from such lien and shall pass to the receiver, but the court may order such lien to be preserved for the benefit of the corporation's creditors. The Superior Court may direct such conveyance of the property affected as may be proper or adequate to evidence title thereto of the receiver. The title of a bona fide purchaser of such property shall be valid, but, if such title is acquired otherwise than by a judicial sale held to enforce such lien, it shall be valid only to the extent of the present consideration paid for such property.
L.1968, c.350.
N.J. Stat. § 14A:10-5.1 — NJ Code / Title 14A / Chapter 10 / Section 10-5.1
Merger of subsidiary corporation
Status: in_force

14A:10-5.1. Merger of subsidiary corporation. (1) A domestic corporation owning at least 90% of the outstanding shares of each class and series of another domestic corporation or corporations, may merge the other corporation or corporations into itself, or may merge itself, or itself and any subsidiary corporation or corporations, into any subsidiary corporation, without approval of the shareholders of any of the corporations, except as provided in subsections 14A:10-5.1(5) and 14A:10-5.1(6). The board of the parent corporation shall approve a plan of merger setting forth those matters required to be set forth in plans of merger under section 14A:10-1. Approval by the board of any subsidiary corporation shall not be required. (2) If the parent corporation owns less than 100% of the outstanding shares of each subsidiary corporation, it shall mail to each minority shareholder of record of each subsidiary corporation, unless waived in writing, a copy or a summary of the plan of merger. The parent corporation shall also mail to each shareholder who, under Chapter 11 of this act, is entitled to dissent, a statement informing the shareholder that he has the right to dissent and to be paid the fair value of his shares, and outlining briefly, with particular reference to the time periods within which actions shall be taken, the procedures set forth in Chapter 11 of this act with which he shall comply in order to assert and enforce that right. (3) A certificate of merger shall be executed on behalf of the parent corporation. The certificate shall set forth: (a) The name of the surviving corporation and the names of the merged corporations; (b) The plan of merger; (c) The date of approval by the board of the parent corporation of the plan of merger; (d) The number of outstanding shares of each class and series of each subsidiary corporation which is a party to the merger and the number of shares of each class and series owned by the parent corporation; (e) If the parent corporation owns less than 100% of the outstanding shares of each subsidiary corporation, the date of the mailing of a copy or a summary of the plan of merger to minority shareholders of each subsidiary corporation; or if all the shareholders have waived the mailing in writing, a statement that the waiver has been obtained; (f) If approval of the shareholders of the parent corporation is required by subsection 14A:10-5.1(6), the information as to the corporation required by paragraphs 14A:10-4.1(1)(d) and (e); and (g) If, pursuant to subsection 14A:10-5.1(4), the merger is to become effective at a time subsequent to the date of filing with the Secretary of State, the date when the merger is to become effective. (4) The executed original and a copy of the certificate shall be filed in the office of the Secretary of State and the merger shall become effective upon the date of the filing or at a later time, not to exceed 90 days from the date of filing, as may be set forth in the certificate. The Secretary of State shall, upon filing, forward the copy of the certificate to the Director of the Division of Taxation. (5) Approval of the shareholders of any subsidiary corporation shall be obtained pursuant to its certificate of incorporation, if the certificate requires approval of a merger by the affirmative vote of the holders of more than the percentage of the shares of any class or series of the corporation then owned by the parent corporation. (6) Approval of the shareholders of the parent corporation shall be obtained: (a) Whenever its certificate of incorporation requires shareholder approval of a merger; or (b) Pursuant to section 14A:10-3 where (i) the plan of merger contains a provision which would change any part of the certificate of incorporation of the parent corporation into which a subsidiary corporation is being merged, unless the change is one that can be made by the board without shareholder approval as referred to in subsection 14A:9-2(2); or (ii) a subsidiary corporation is to be the surviving corporation. (7) The grant of the power to merge under this section shall not preclude the effectuation of any merger as elsewhere provided in this Chapter. L.1988, c.94, s.59; amended 1995,c.279,s.15.
N.J. Stat. § 14A:10-8 — NJ Code / Title 14A / Chapter 10 / Section 10-8
Abandonment of merger or consolidation
Status: in_force

Prior to the time when a merger or consolidation authorized by this Chapter shall become effective, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. If a certificate of merger or consolidation has been filed in the office of the Secretary of State prior to such abandonment, a certificate of abandonment shall be filed in the office of the Secretary of State. The certificate shall be executed on behalf of each corporation which is a party to the plan of merger or consolidation, unless the plan permits abandonment by less than all of such corporations, in which event the certificate may be executed on behalf of the corporation or corporations exercising the right to abandon. The certificate shall state that the merger or consolidation has been abandoned in accordance with the provisions therefor set forth in the plan of merger or consolidation.
L.1968, c.350.
N.J. Stat. § 14A:17-6 — NJ Code / Title 14A / Chapter 17 / Section 17-6
Directors and officers
Status: in_force

A professional corporation which has only one shareholder need have only one director who shall be such shareholder. Such one shareholder shall also serve as the president of the corporation. The other officers of the corporation in such a case need not be licensed or otherwise legally authorized to render the same professional service within this State, as such one shareholder. A professional corporation which has only 2 shareholders need have only 2 directors who shall be such shareholders. The 2 shareholders shall, between them, fill all the officerships of the professional corporation. L.1969, c. 232, s. 6, eff. Dec. 16, 1969.
N.J. Stat. § 14A:14-16 — NJ Code / Title 14A / Chapter 14 / Section 14-16
Claims; presentation; approval or rejection
Status: in_force

Creditors shall, if required by the receiver, submit themselves to examination by him and produce before him such records and proof relating to their claims as the receiver may direct. The receiver may also examine under oath all witnesses produced before him relating to the claims, and he shall pass upon, and allow or disallow, such claims, and shall notify the creditors of his determination.
L.1968, c.350.
N.J. Stat. § 14A:6-6 — NJ Code / Title 14A / Chapter 6 / Section 6-6
Removal of directors
Status: in_force

(1) One or more or all the directors of a corporation may be removed for cause or, unless otherwise provided in the certificate of incorporation, without cause by the shareholders by the affirmative vote of the majority of the votes cast by the holders of shares entitled to vote for the election of directors. (2) Unless otherwise provided in the certificate of incorporation, the removal of directors, with or without cause, by vote of the shareholders as provided in subsection 14A:6-6(1), is subject to the following qualifications (a) In any case where cumulative voting is authorized, if less than the total number of directors then serving on the board is to be removed by the shareholders, no one of the directors may be so removed if the votes cast against his removal would be sufficient to elect him if then voted cumulatively at an election of the entire board; or, if there are classes of directors, at an election of the class of directors of which he is a part; (b) A director elected by a class vote, as authorized by subsection 14A:6-4(2), may be removed only by a class vote of the holders of shares entitled to vote for his election; (c) If the certificate of incorporation requires a greater vote than a plurality of the votes cast for the election of directors, no director may be removed except by the greater vote required to elect him; and (d) Shareholders of a corporation whose board of directors is classified as provided in subsection 14A:6-4(1) shall not be entitled to remove directors without cause. (3) The certificate of incorporation or a by-law adopted by the shareholders may provide that the board shall have the power to remove directors for cause and to suspend directors pending a final determination that cause exists for removal. (4) The Superior Court, in an action in which the court may proceed in a summary manner or otherwise, may review the removal or suspension of a director for cause. (5) No act of the board done during the period when a director has been suspended or removed for cause shall be impugned or invalidated solely on account of the suspension or removal if the suspension or removal is thereafter rescinded by the shareholders or by the board or by the final judgment of the court. L.1968, c.350; amended 1988,c.94,s.28.
N.J. Stat. § 14A:6-16 — NJ Code / Title 14A / Chapter 6 / Section 6-16
Removal and resignation of officers; filling of vacancies
Status: in_force

(1) Any officer elected by the board may be removed by the board with or without cause. An officer elected by the shareholders may be removed, with or without cause, only by vote of the shareholders but his authority to act as an officer may be suspended by the board for cause. The removal of an officer shall be without prejudice to his contract rights, if any. Election of an officer shall not of itself create contract rights. (2) An officer may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation. (3) Any vacancy occurring among the officers, however caused, shall be filled in the manner provided in the by-laws. In the absence of such provision, any vacancy shall be filled by the board. L.1968, c.350; amended 1988,c.94,s.34.
N.J. Stat. § 14A:12-5.1 — NJ Code / Title 14A / Chapter 12 / Section 12-5.1
Dissolution upon expiration of period of duration
Status: in_force

(1) A corporation shall not be dissolved when the period of duration stated in its certificate of incorporation expires until a certificate of dissolution executed on its behalf has been filed in the office of the Secretary of State. Upon written demand to the corporation by any shareholder, a corporation whose duration has expired shall, within 60 days of such demand, file a certificate of dissolution in the office of the Secretary of State unless within such time it amends its certificate of incorporation to extend its duration, as provided in section 14A:9-1(2)(c). (2) A certificate of dissolution filed pursuant to this section shall set forth (a) the name of the corporation; (b) the name of the registered agent of the corporation; (c) the location of the registered office of the corporation; (d) the names of the corporation's directors and officers; and (e) the fact that the corporation is dissolved because of expiration of the period of duration stated in its certificate of incorporation. L.1973, c. 366, s. 66, eff. May 1, 1974.
N.J. Stat. § 14A:10A-5 — NJ Code / Title 14A / Chapter 10A / Section 10A-5
Permissible business combinations.
Status: in_force

5. In addition to the restriction contained in section 4 of this act, and except as provided in section 6 of this act, no resident domestic corporation shall engage at any time in any business combination with any interested stockholder of that resident domestic corporation other than a business combination specified in any one of subsection a., b., c. or d. of this section (the satisfaction of any one subsection being sufficient): a. a business combination approved by the board of directors of that resident domestic corporation prior to that interested stockholder's stock acquisition date. b. a business combination approved by the affirmative vote of the holders of two-thirds of the voting stock not beneficially owned by that interested stockholder at a meeting called for such purpose. c. a business combination that meets all of the following conditions: (1) the aggregate amount of the cash and the market value, as of the consummation date, of consideration other than cash to be received per share by holders of outstanding shares of common stock of that resident domestic corporation in that business combination is at least equal to the higher of the following: (a) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by that interested stockholder for any shares of common stock of the same class or series acquired by it (i) within the five-year period immediately prior to the announcement date with respect to that business combination, or (ii) within the five-year period immediately prior to, or in, the transaction in which that interested stockholder became an interested stockholder, whichever is higher; plus, in either case, interest compounded annually from the earliest date on which that highest per share acquisition price was paid through the consummation date at the rate for one-year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of common stock since that earliest date, up to the amount of that interest; and (b) the market value per share of common stock on the announcement date with respect to that business combination or on that interested stockholder's stock acquisition date, whichever is higher; plus interest compounded annually from that date through the consummation date at the rate for one-year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of common stock since that date, up to the amount of that interest; (2) the aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding shares of any class or series of stock, other than common stock, of that resident domestic corporation is at least equal to the highest of the following (whether or not that interested stockholder has previously acquired any shares of that class or series of stock): (a) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by that interested stockholder for any shares of that class or series of stock acquired by it (i) within the five-year period immediately prior to the announcement date with respect to that business combination, or (ii) within the five-year period immediately prior to, or in, the transaction in which that interested stockholder became an interested stockholder, whichever is higher; plus, in either case, interest compounded annually from the earliest date on which that highest per share acquisition price was paid through the consummation date at the rate for one-year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of that class or series of stock since that earliest date, up to the amount of that interest; (b) the highest preferential amount per share to which the holders of shares of that class or series of stock are entitled in the event of any liquidation, dissolution or winding up of that resident domestic corporation, plus the aggregate amount of any dividends declared or due as to which those holders are entitled prior to payment of dividends on some other class or series of stock (unless the aggregate amount of those dividends is included in that preferential amount); and (c) the market value per share of that class or series of stock on the announcement date with respect to that business combination or on that interested stockholder's stock acquisition date, whichever is higher; plus interest compounded annually from that date through the consummation date at the rate for one-year United States Treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of that class or series of stock since that date, up to the amount of that interest; (3) the consideration to be received by holders of a particular class or series of outstanding stock (including common stock) of that resident domestic corporation in that business combination is in cash or in the same form as the interested stockholder has used to acquire the largest number of shares of that class or series of stock previously acquired by it; (4) the holders of all outstanding shares of stock of that resident domestic corporation not beneficially owned by that interested stockholder immediately prior to the consummation of that business combination are entitled to receive in that business combination cash or other consideration for those shares in compliance with paragraphs (1), (2) and (3) of this subsection; and (5) after that interested stockholder's stock acquisition date and prior to the consummation date with respect to that business combination, that interested stockholder has not become the beneficial owner of any additional shares of stock of that resident domestic corporation, except: (a) as part of the transaction which resulted in that interested stockholder becoming an interested stockholder; (b) by virtue of proportionate stock splits, stock dividends or other distributions of stock in respect of stock not constituting a business combination under paragraph (5) of subsection e. of section 2 of this act; (c) through a business combination meeting all of the conditions of paragraph (3) and this paragraph; or (d) through purchase by that interested stockholder at any price which, if that price had been paid in an otherwise permissible business combination, the announcement date and consummation date of which were the date of that purchase, would have satisfied the requirements of paragraphs (1), (2) and (3) of this subsection. d. a business combination approved by (1) the board of directors, or a committee of the board of directors, of that resident domestic corporation consisting solely of persons who are not employees, officers, directors, stockholders, affiliates or associates of that interested stockholder prior to the consummation of the business combination; and (2) the affirmative vote of the holders of a majority of the voting stock not beneficially owned by such interested stockholder at a meeting called for such purpose if the transaction or series of related transactions with the interested stockholder which caused the person to become an interested stockholder was approved by the board of directors of the resident domestic corporation prior to the consummation of such transaction or series of related transactions. L.1986, c.74, s.5; amended 1987, c.380, s.2; 2013, c.40, s.3.
N.J. Stat. § 14A:12-17 — NJ Code / Title 14A / Chapter 12 / Section 12-17
Disposition of unclaimed distributive shares
Status: in_force

The distributive shares payable to any person who is unknown or cannot be found, or who is under a disability and for whom there is no legal representative, shall be paid into the Superior Court to be held for the benefit of the owners, subject to the order of the court.
L.1968, c.350.