N.J. Stat. § 14A:6-12 — NJ Code / Title 14A / Chapter 6 / Section 6-12
Liability of directors in certain cases
Status: in_force

(1) In addition to any other liabilities imposed by law upon directors of a corporation, directors who vote for, or concur in, any of the following corporate actions (a) the declaration of any dividend or other distribution of assets to the shareholders contrary to the provisions of this act or contrary to any restrictions contained in the certificate of incorporation; (b) the purchase of the shares of the corporation contrary to the provisions of this act or contrary to any restrictions contained in the certificate of incorporation; (c) the distribution of assets to shareholders during or after dissolution of the corporation without paying, or adequately providing for, all known debts, obligations and liabilities of the corporation, except that the directors shall be liable only to the extent of the value of assets so distributed and to the extent that such debts, obligations and liabilities of the corporation are not thereafter paid, discharged, or barred by statute or otherwise; (d) the complete liquidation of the corporation and distribution of all of its assets to its shareholders without dissolving or providing for the dissolution of the corporation and the payment of all fees, taxes, and other expenses incidental thereto, except that the directors shall be liable only to the extent of the value of assets so distributed and to the extent that such fees, taxes, and other expenses incidental to dissolution are not thereafter paid; (e) the making of any loan to an officer, director or employee of the corporation or of any subsidiary thereof contrary to the provisions of this act; shall be jointly and severally liable to the corporation for the benefit of its creditors or shareholders, to the extent of any injury suffered by such persons, respectively, as a result of any such action. (2) Any director against whom a claim is successfully asserted under this section shall be entitled to contribution from the other directors who voted for, or concurred in, the action upon which the claim is asserted. (3) Directors against whom a claim is successfully asserted under this section shall be entitled, to the extent of the amounts paid by them to the corporation as a result of such claims, (a) upon payment to the corporation of any amount of an improper dividend or distribution, to be subrogated to the rights of the corporation against shareholders who received such dividend or distribution with knowledge of facts indicating that it was not authorized by this act, in proportion to the amounts received by them respectively; (b) upon payment to the corporation of any amount of the purchase price of an improper purchase of shares, to have the corporation rescind such purchase of shares and recover for their benefit, but at their expense, the amount of such purchase price from any seller who sold such shares with knowledge of facts indicating that such purchase of shares by the corporation was not authorized by this act; (c) upon payment to the corporation of the claim of any creditor by reason of a violation of paragraph 14A:6-12(1)(c), to be subrogated to the rights of the corporation against shareholders who received an improper distribution of assets; (d) upon payment to the corporation of the amount of any loan made improperly, to be subrogated to the rights of the corporation against the person who received the improper loan. (4) A director shall not be liable under this section if, in the circumstances, he discharged his duty to the corporation under section 14A:6-14. (5) Every action against a director for recovery upon a liability imposed by subsection 14A:6-12(1) shall be commenced within six years next after the cause of any such action shall have accrued. L.1968, c.350; amended by L.1973, c. 366, s. 27, eff. May 1, 1974.
N.J. Stat. § 14:17-1 — NJ Code / Title 14 / Chapter 17 / Section 17-1
Payment of taxes and charges by directors or trustees
Status: in_force

The directors or trustees of any corporation organized and existing under any general or special law of this State are authorized to pay, and to appropriate money to pay, any taxes, charges or fees which have been or may be imposed or assessed against the corporation, or against or on account of its property, business, income, activities or franchises, by any law of the United States or of any territory of the United States, or of this or any other State or any of its political subdivisions, or of the District of Columbia, notwithstanding doubts as to the validity of such law, unless, prior to the payment of any such tax, charge or fee the law imposing the same shall have been expressly held invalid, ineffective, or inoperative, in whole or in part, by the State court having final appellate jurisdiction in the premises or by the Supreme Court of the United States. L.1950, c. 102, p. 194, s. 1, eff. May 5, 1950.
N.J. Stat. § 14A:6-7.1 — NJ Code / Title 14A / Chapter 6 / Section 6-7.1
Directors' voting; quorum of board of directors and committees; action of board and committees; action of directors without a meeting.
Status: in_force

14A:6-7.1. Directors' voting; quorum of board of directors and committees; action of board and committees; action of directors without a meeting. (1) Each director shall have one vote at meetings of the board or at meetings of board committees unless the certificate of incorporation provides the director is entitled to more than one vote pursuant to a provision in the certificate of incorporation consistent with subsection 14A:6-7.1(2). (2) The certificate of incorporation may provide either that one or more directors elected by the holders of shares of a class or series shall have more than one vote or that the shareholders at an annual or special meeting shall have the right to designate one or more directors who shall have more than one vote. The certificate of incorporation shall also specify either the number of votes which those directors shall have or that the shareholders electing those directors shall have the right to specify the number of votes which the directors shall have. Any person appointed by the board to fill a vacancy of a directorship with more than one vote shall have only one vote unless otherwise provided by the certificate of incorporation. If a director has more than one vote as provided in this subsection, any reference in this act to the vote or act of a majority of the board, of the directors, or of the entire board, or similar language, means the vote or act of directors who are entitled to cast a majority of the votes. (3) The participation of directors with a majority of the votes of the entire board, or of any committee thereof, shall constitute a quorum for the transaction of business, unless the certificate of incorporation or the by-laws provide that a greater or lesser proportion shall constitute a quorum, which in no case shall be less than one-third of the votes of the entire board or committee. (4) Any action approved by a majority of the votes of directors present at a meeting at which a quorum is present shall be the act of the board or of the committee, unless this act, or the certificate of incorporation, or the by-laws require a greater proportion, including a unanimous vote. (5) Unless otherwise provided by the certificate of incorporation or by-laws, any action required or permitted to be taken pursuant to authorization voted at a meeting of the board or any committee thereof, may be taken without a meeting if, prior or subsequent to the action, all members of the board or of such committee, as the case may be, consent thereto in writing or by electronic transmission and the written consents or electronic transmissions are filed with the minutes of the proceedings of the board or committee. Such consent or electronic transmission shall have the same effect as a unanimous vote of the board or committee for all purposes, and may be stated as a unanimous vote in any certificate or other document filed with the Secretary of State. The filing of written consents or electronic transmissions shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. "Electronic transmission" shall have the meaning contained in section 14A:1-8.1. (added) 1988, c.94, s.29; amended 2017, c.363.
N.J. Stat. § 14A:6-9 — NJ Code / Title 14A / Chapter 6 / Section 6-9
Executive committee; other committees
Status: in_force

(1) If the certificate of incorporation or the by-laws so provide, the board, by resolution adopted by a majority of the entire board, may appoint from among its members an executive committee and one or more other committees, each of which shall have one or more members. To the extent provided in such resolution, or in the certificate of incorporation or in the by-laws, each such committee shall have and may exercise all the authority of the board, except that no such committee shall (a) make, alter or repeal any by-law of the corporation; (b) elect or appoint any director, or remove any officer or director; (c) submit to shareholders any action that requires shareholders' approval; or (d) amend or repeal any resolution theretofore adopted by the board which by its terms is amendable or repealable only by the board. (2) The board, by resolution adopted by a majority of the entire board may, (a) fill any vacancy in any such committee; (b) appoint one or more directors to serve as alternate members of any such committee, to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members; (c) abolish any such committee at its pleasure; and (d) remove any director from membership on such committee at any time, with or without cause. (3) Actions taken at a meeting of any such committee shall be reported to the board at its next meeting following such committee meeting; except that, when the meeting of the board is held within 2 days after the committee meeting, such report shall, if not made at the first meeting, be made to the board at its second meeting following such committee meeting. (4) The designation of any such committee and the delegation thereto of authority shall not operate to relieve the board, or any member thereof, of any responsibility imposed by law. L.1968, c.350; amended by L.1971, c. 394, s. 1, eff. Jan. 7, 1972; L.1973, c. 366, s. 25, eff. May 1, 1974.
N.J. Stat. § 14A:14-26 — NJ Code / Title 14A / Chapter 14 / Section 14-26
Reorganization under act of Congress; certificates
Status: in_force

When any plan of reorganization provides for any action to be taken, which, if taken pursuant to any provisions of this act, would require the filing of a certificate or other document in the office of the Secretary of State, such certificate or other document shall be executed on behalf of the corporation by the persons specified in subsection (2) of section 14A:14-24 and shall be filed in the office of the Secretary of State. Such certificate or other document shall recite that its making and filing are authorized pursuant to a plan of reorganization, and shall make reference to the proceeding in which the plan of reorganization was ordered or confirmed. L.1968, c.350; amended by L.1973, c. 366, s. 77, eff. May 1, 1974.
N.J. Stat. § 14A:14-27 — NJ Code / Title 14A / Chapter 14 / Section 14-27
Reorganization under act of Congress; powers and duties of state instrumentalities
Status: in_force

Nothing contained in sections 14A:14-24, 14A:14-25 or 14A:14-26 shall be construed to abrogate, limit or restrict the powers and duties over any corporation imposed or conferred by law on any State officer, board, commission or other agency.
L.1968, c.350.
N.J. Stat. § 14A:17-5 — NJ Code / Title 14A / Chapter 17 / Section 17-5
Professional corporation and foreign professional legal corporation
Status: in_force

5. Professional corporation and foreign professional legal corporation. (a) One or more persons, each of whom is duly licensed or otherwise legally authorized to render the same or closely allied professional service within this State, may organize and become a shareholder or shareholders of a professional corporation for pecuniary profit under the provisions of the Business Corporation Act of New Jersey (Title 14A, Corporations, General, of the New Jersey Statutes), for the sole and specific purpose of rendering such professional service. (b) A foreign professional legal corporation may render legal services of the type provided by attorneys-at-law in this State provided by that it secures a certificate of authority from the Secretary of State in accordance with Chapter 13 of the Business Corporation Act of New Jersey (Title 14A, Corporations, General, of the New Jersey Statutes) and provided further that every shareholder or employee of the foreign professional legal corporation providing legal services in this State 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.5; amended 1981,c.425,s.2; 1995,c.375,s.2.
N.J. Stat. § 14A:16-2 — NJ Code / Title 14A / Chapter 16 / Section 16-2
Acts saved from repeal
Status: in_force

The following acts and parts of acts, and all amendments thereof, are saved from repeal: R.S. 14:2-2 R.S. 14:3-7 R.S. 14:3-10 R.S. 14:7-5 R.S. 14:8-18 R.S. 14:8-22 R.S. 14:11-16 R.S. 14:13-13 P.L.1950, c. 102 (C. 14:17-1) P.L.1959, c. 200 (C. 14:18-1 through C. 14:18-12) P.L.1962, c. 233 (C. 14:19-1 through C. 14:19-17)
L.1968, c.350.
N.J. Stat. § 14A:5-14 — NJ Code / Title 14A / Chapter 5 / Section 5-14
Shares held by another corporation
Status: in_force

Shares standing in the name of another domestic or foreign corporation may be voted by any officer or agent, or by proxy appointed by any of them, unless some other person, by resolution of its board or pursuant to its by-laws, shall be appointed to vote such shares.
L.1968, c.350.
N.J. Stat. § 14A:7-15.1 — NJ Code / Title 14A / Chapter 7 / Section 7-15.1
Share dividends, share divisions and combinations
Status: in_force

14A:7-15.1. Share dividends, share divisions and combinations. (1) A corporation may effect a share dividend or a division or combination of its shares in the manner hereinafter set forth. As used in this section, the terms "division" and "combination" mean dividing or combining shares of any class or series, whether issued or unissued, into a greater or lesser number of shares of the same class or series. (2) Except as otherwise provided in the certificate of incorporation, a share dividend, a division or combination may be effected by action of the board alone; except that any division which adversely affects the shares of another class shall be made by amendment. The board in effecting a share dividend, combination or division shall have authority to amend the certificate of incorporation to increase or decrease the par value of shares, increase or decrease the number of authorized shares and to make any other change necessary or appropriate to assure that the rights or preferences of the holders of outstanding shares of any class or series will not be adversely affected by such combination or division. Notwithstanding the foregoing sentence, the board shall not have the authority to amend the certificate of incorporation, and shareholder approval for the amendment shall be required in accordance with subsection 14A:9-2(4) and section 14A:9-3, if as a result of the amendment: (a) The rights or preferences of the holders of outstanding shares of any class or series will be adversely affected; or (b) The percentage of authorized shares that remains unissued after the share dividend, division or combination will exceed the percentage of authorized shares that was unissued before the share dividend, division or combination. (3) If a share dividend, division or combination is effected by board action without shareholder approval and includes an amendment of the certificate of incorporation, there shall be executed on behalf of the corporation and filed in the office of the Secretary of State a certificate of amendment setting forth (a) The name of the corporation; (b) The date of adoption by the board of the resolution approving the dividend, division or combination; (c) That the amendment to the certificate of incorporation will not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and will not result in the percentage of authorized shares that remains unissued after the share dividend, division or combination exceeding the percentage of authorized shares that was unissued before the share dividend, division or combination; (d) The class or series and number of shares thereof subject to the dividend, division or combination and the number of shares to be issued on the dividend or into which they are to be divided or combined; (e) The amendment of the certificate of incorporation made in connection with the dividend, division or combination; and (f) If the dividend, division or combination is to become effective at a time subsequent to the time of filing, the date, which may not exceed 90 days from the date of filing, when the same is to become effective. (4) If a share dividend, division or combination is effected by action of the board and the shareholders, there shall be executed on behalf of the corporation and filed in the office of the Secretary of State a certificate of amendment as provided in subsection 14A:9-4(3), which certificate shall set forth, in addition to all information required by said subsection, the information required by paragraph 14A:7-15.1(3)(d). (5) Upon a combination becoming effective, the authorized shares of the class or series subject thereto shall be reduced by the same percentage by which the issued shares of such class or series were reduced as a result of the combination unless the certificate of incorporation otherwise provides or the combination was approved by the shareholders in accordance with subsection 14A:9-2(4) and section 14A:9-3. (6) (Deleted by amendment, P.L.1988, c.94.) L.1973, c.366, s.38; amended 1988,c.94,s.46; 1995,c.279,s.8.
N.J. Stat. § 14A:12-4 — NJ Code / Title 14A / Chapter 12 / Section 12-4
Dissolution pursuant to action of board and shareholders
Status: in_force

14A:12-4. Dissolution pursuant to action of board and shareholders. (1) A corporation may be dissolved by action of its board and its shareholders as provided in this section. (2) The board shall recommend that the corporation be dissolved, and direct that the question of dissolution be submitted to a vote at a meeting of shareholders. (3) Written notice of the meeting shall be given not less than 10 nor more than 60 days before the 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. (4) At such meeting, a vote of the shareholders shall be taken on the proposed dissolution. Such dissolution shall be approved upon receiving the affirmative vote of a majority of the votes cast by the holders of shares of the 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 the effective date of this act, the proposed dissolution shall be approved upon receiving the affirmative vote of two-thirds of the votes so cast. The voting requirements of this section shall be subject to such greater requirements as may be provided in the certificate of incorporation. (5) 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:12-4(4) 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. (6) If dissolution is approved as provided in this section, a certificate of dissolution shall be executed on behalf of the corporation and shall be filed in the office of the Secretary of State. The certificate 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; (e) the text of the board resolution authorizing the dissolution; (f) the date and place of the meeting of shareholders called to vote upon the dissolution; (g) the number of outstanding shares of the corporation entitled to vote on the dissolution, and, if the shares of any class or series are entitled to vote as a class, the designation and number of outstanding shares of each such class and series; and (h) the number of shares represented at the meeting, the number of shares voted for and voted against the dissolution, and, if the shares of any class or series are entitled to vote as a class, the number of shares of each such class and series voted for and voted against the dissolution. L.1968, c.350; amended 1995,c.279,s.19.
N.J. Stat. § 14A:14-4 — NJ Code / Title 14A / Chapter 14 / Section 14-4
Title to corporate property and franchises
Status: in_force

(1) Upon his appointment, the receiver shall become vested with the title to all the property of the corporation, of every nature, including its franchises. (2) For the purpose of avoiding encumbrances, transfers and preferences, the right and title of a receiver shall relate back to the date upon which the receivership action commenced.
L.1968, c.350.
N.J. Stat. § 14A:14-6 — NJ Code / Title 14A / Chapter 14 / Section 14-6
Powers of receiver; contempt of court
Status: in_force

If any person summoned to be examined pursuant to section 14A:14-5 shall refuse to be sworn, or to affirm, or to testify, or to answer a proper question, or to produce the books, papers, documents or tangible things demanded, or shall otherwise misconduct himself, the Superior Court may, on motion, and after affording such person the opportunity to be heard, punish such person in the same manner as like failure is punishable in a case pending in the court.
L.1968, c.350.
N.J. Stat. § 14A:17-11 — NJ Code / Title 14A / Chapter 17 / Section 17-11
Disqualification to render service
Status: in_force

If any officer, shareholder, agent or employee of a professional corporation becomes legally disqualified to render the same professional service as that for which the corporation was organized, he shall forthwith sever all employment with such corporation and shall not, directly or indirectly, participate or share, as a shareholder, in any earnings or profits realized by such corporation on account of professional services rendered on or after the effective date of such disqualification. L.1969, c. 232, s. 11, eff. Dec. 16, 1969.
N.J. Stat. § 14A:17-1 — NJ Code / Title 14A / Chapter 17 / Section 17-1
Legislative intent
Status: in_force

It is the legislative intent to provide for the incorporation of an individual or group of individuals to render the same professional service to the public for which such individuals are required by law to be licensed or to obtain other legal authorization. L.1969, c. 232, s. 1, eff. Dec. 16, 1969.
N.J. Stat. § 14A:5-31 — NJ Code / Title 14A / Chapter 5 / Section 5-31
Establishment of procedures, conditions relative to certain proxy solicitation materials.
Status: in_force

1. A corporation may establish, in its bylaws, procedures or conditions under which materials with respect to shareholder-nominated individuals will be included in a corporation's proxy solicitation materials, including the form of proxy, for an upcoming election of directors. Those procedures or conditions may include, but shall not be limited to, the following: (1) A condition requiring a minimum level of beneficial ownership of shares of the corporation's voting stock by the nominating shareholder or a minimum duration of ownership of those shares; (2) Conditions limiting nominations of directors who have been previously nominated to the board; (3) A provision limiting the number of shareholder-nominated directors for each shareholder meeting at which directors are to be elected; (4) Procedures requiring the nominating shareholder to submit specified information concerning the shareholder and the shareholder's nominees, including information concerning ownership by those persons of shares of the corporation's capital stock; (5) A provision limiting nominations to shareholders, or any affiliate of those shareholders, who have not, and whose nominee has not, within a specified time period, publicly proposed to acquire shares constituting a specified percentage of the voting power of the corporation's outstanding voting stock; and (6) A provision requiring that the nominating shareholder undertake to indemnify the corporation in respect of any loss arising as a result of any false or misleading information or statement submitted by the nominating shareholder in connection with a nomination. L.2017, c.299, s.1.
N.J. Stat. § 14A:5-27 — NJ Code / Title 14A / Chapter 5 / Section 5-27
Review of elections by superior court
Status: in_force

Any election by shareholders may be reviewed by the Superior Court in a summary manner, or otherwise, in an action brought by a shareholder entitled to vote at such election upon notice to the persons elected, the corporation and such other persons as the court may direct. The court may confirm the election, order a new election or provide such other relief as justice may require.
L.1968, c.350.
N.J. Stat. § 14A:5-1 — NJ Code / Title 14A / Chapter 5 / Section 5-1
Place of shareholders' meetings.
Status: in_force

14A:5-1. Place of shareholders' meetings. (1) Meetings of shareholders of every corporation organized for any purpose under any general or special law of this State may, unless otherwise provided by law, be held at such place, within or without this State, as may be provided in the by-laws or as may be fixed by the board pursuant to authority granted by the by-laws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation. A meeting of shareholders may be held solely or in part by means of remote communication to the extent the board authorizes and adopts guidelines and procedures governing such a meeting. (2) One or more shareholders may participate in a meeting of shareholders by means of remote communication to the extent the board authorizes that participation, including the authorization of a meeting of shareholders held solely by means of remote participation. Shareholder meetings conducted in part or solely by means of remote communication and any shareholder's remote participation in those meetings shall be subject to those guidelines and procedures as the board adopts, and shall be in conformity with subsection 14A:5-1(3). (3) A shareholder participating in a meeting of shareholders by means of remote communication in reliance upon subsection 14A:5-1(1) shall be deemed present in person and shall be entitled to vote at the meeting regardless of whether that meeting is held at a designated place or solely by means of remote communication. In any shareholder meeting conducted in part or solely by means of remote communication in reliance upon subsection 14A:5-1(1), the corporation shall implement reasonable measures to: (a) verify that each person participating remotely is a shareholder or a proxy of a shareholder; (b) provide each shareholder participating remotely with a reasonable opportunity to participate in the meeting, including an opportunity to vote on matters submitted to the shareholders, and to read or hear the proceedings of the meeting substantially concurrently with those proceedings; and (c) record and maintain a record of any shareholder votes or other actions taken by remote communication at the meeting. amended 2013, c.41, s.1; 2020, c.15; 2021, c.202, s.1.
N.J. Stat. § 14A:11-8 — NJ Code / Title 14A / Chapter 11 / Section 11-8
Action to determine fair value; jurisdiction of court; appointment of appraiser
Status: in_force

In any action to determine the fair value of shares pursuant to this Chapter: (a) The Superior Court shall have jurisdiction and may proceed in the action in a summary manner or otherwise; (b) All dissenting shareholders, wherever residing, except those who have agreed with the corporation upon the price to be paid for their shares, shall be made parties thereto as an action against their shares quasi in rem; (c) The court in its discretion may appoint an appraiser to receive evidence and report to the court on the question of fair value, who shall have such power and authority as shall be specified in the order of his appointment; and (d) The court shall render judgment against the corporation and in favor of each shareholder who is a party to the action for the amount of the fair value of his shares.
L.1968, c.350.
N.J. Stat. § 14A:7-5 — NJ Code / Title 14A / Chapter 7 / Section 7-5
Payment for shares; nonassessability
Status: in_force

(1) Subject to any restrictions contained in the certificate of incorporation, the consideration for the issuance of shares may be paid, in whole or in part, in: (a) money, (b) real property,(c) tangible or intangible personal property, including stock of another corporation, and obligations of the subscriber or of another person, whether secured or unsecured, (d) labor or services actually performed for the corporation or in its formation, or (e) labor or services to be performed in the future for the corporation. A new employee's termination of employment with a prior employer or the employee's acceptance of employment with the corporation is adequate consideration for the issuance of shares. (2) When payment of the full consideration for which shares are to be issued is made, the subscriber shall thereupon become entitled to all the rights and privileges of a holder of such shares, including the registration in his name of a certificate representing them, and such shares shall be fully paid and nonassessable. L.1968, c.350; amended 1973,c.366,s.32; 1988,c.94,s.37.
N.J. Stat. § 14A:7-6 — NJ Code / Title 14A / Chapter 7 / Section 7-6
Redeemable shares
Status: in_force

(1) A corporation may provide in its certificate of incorporation for one or more classes or series of shares which are redeemable, in whole or in part, at the option of the corporation in cash, its bonds or other property, at such price or prices, within such period or periods, and under such conditions as are stated in the certificate of incorporation. A sinking fund may be created for the redemption of any class or series of redeemable shares. (2) A corporation which is an open-end investment company, as defined in an Act of Congress entitled "Investment Company Act of 1940," as amended or supplemented, or any act adopted in substitution therefor, may, if its certificate of incorporation so provides and upon compliance with that act, issue shares which are redeemable at the option of the holder at a price approximately equal to the shares' proportionate interest in the net assets of the corporation, and a shareholder may compel redemption of such shares in accordance with their terms. (3) A corporation may provide, in its certificate of incorporation for one or more classes or series of shares which are redeemable, in whole or in part, at the option of the shareholder. Subject to the restrictions imposed by section 14A:7-16, such shares may be redeemable in cash, bonds of the corporation or other property, at such price or prices, as are fixed, or established by formula, within such period or periods and under such conditions as are stated in the certificate of incorporation, and such shares may also be redeemable at the option of the corporation, as provided in subsection 14A:7-6(1). If any shares redeemable at the option of the shareholder are outstanding, the certificate of incorporation may be amended to delete or limit the provisions concerning redeemability with respect to those outstanding shares only with the unanimous approval of the holders of those shares. The provisions of this subsection shall not be applicable to an open-end investment company. (4) (Deleted by amendment, P.L. 1988, c. 94.) L.1968, c.350; amended 1969,c.102,ss.8,17; 1973,c.366,s.33; 1988,c.94,s.38.
N.J. Stat. § 14A:13-10 — NJ Code / Title 14A / Chapter 13 / Section 13-10
Revocation of certificate of authority; issuance of certificate of revocation
Status: in_force

(1) In addition to any other ground for revocation provided by law, the certificate of authority of a foreign corporation to transact business in this State may be revoked by the Secretary of State upon the conditions prescribed in this section when (a) the certificate of authority of the corporation has been suspended for 90 days under this act; or (b) the corporation has failed to apply for an amended certificate of authority within 90 days after it was required to do so under this act; or (c) the corporation has failed to maintain a registered agent in this State as required by this act; or (d) the corporation has failed, after change of its registered office or registered agent, to file in the office of the Secretary of State a statement of such change as required by this act; or (e) the corporation has failed to file its annual report within the time required by this act. (2) No certificate of authority of a foreign corporation shall be revoked by the Secretary of State unless (a) he shall have given the corporation not less than 90 days' notice that such default exists and that its certificate of authority will be revoked unless such default is cured within 90 days after the mailing of such notice; and (b) the corporation shall fail prior to revocation to cure such default. Such notice shall be sent by certified mail to the corporation at its registered office in this State and at its main business or headquarters office as such offices are on record in the office of the Secretary of State. (3) Upon revoking any such certificate of authority, the Secretary of State shall issue a certificate of revocation and shall mail a copy to such corporation at each of the addresses designated in subsection 14A:13-10(2). (4) The issuance of the certificate of revocation shall have the same force and effect as the issuance of a certificate of withdrawal under subsection 14A:13-8(2).
L.1968, c.350.
N.J. Stat. § 14A:11-9 — NJ Code / Title 14A / Chapter 11 / Section 11-9
Judgment in action to determine fair value
Status: in_force

(1) A judgment for the payment of the fair value of shares shall be payable upon surrender to the corporation of the certificate or certificates representing such shares. (2) The judgment shall include an allowance for interest at such rate as the court finds to be equitable, from the date of the dissenting shareholder's demand for payment under subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) to the day of payment. If the court finds that the refusal of any dissenting shareholder to accept any offer of payment, made by the corporation under section 14A:11-6, was arbitrary, vexatious or otherwise not in good faith, no interest shall be allowed to him.
L.1968, c.350.
N.J. Stat. § 14A:7-2 — NJ Code / Title 14A / Chapter 7 / Section 7-2
Issuance of shares in classes and series; board action
Status: in_force

(1) The division of shares into classes and into series within any class or classes, the determination of the designation and the number of shares of any class or series, the determination of the relative rights, preferences and limitations of the shares of any class or series, and any or all of such divisions and determinations, may be accomplished by the original certificate of incorporation or may be accomplished by an amendment or amendments thereto. Such an amendment may be made by any procedure to amend the certificate of incorporation provided for in Chapter 9 of this act or as provided in subsection 14A:7-2(2). (2) Such an amendment may be made by action of the board if the certificate of incorporation authorizes the board to make such divisions and determinations. Unless otherwise provided in the certificate of incorporation, authority granted to the board to determine the number of shares of any class or series shall be deemed to include the power to increase the number of shares of such class or series previously determined by it, and to decrease such previously determined number of shares to a number not less than that of the shares then outstanding. Upon any such decrease, the affected shares shall continue as part of the authorized shares and shall have such designation and such relative rights, preferences and limitations as they had before the board first acted to include them in such class or series. Unless otherwise provided in the certificate of incorporation, authority granted to the board to determine the relative rights and preferences of any class or series shall be deemed to include the power to determine relative rights and preferences which are prior or subordinate to, or equal with, the shares of any other class or series, whether or not such other shares are issued and outstanding at the time when the board acts to determine such relative rights and preferences. The certificate of incorporation may authorize the board to change the designation or number of shares, or the relative rights, preferences and limitations of the shares, of any theretofore established class or series no shares of which have been issued. (3) Whenever the board acts under subsection 14A:7-2(2) it shall adopt a resolution setting forth its actions and stating the designation and number of shares, and the relative rights, preferences and limitations of the shares, of each class and series thereby created or with respect to which it has made a determination or change. (4) Before the issue of any shares of a class or series with respect to which the board has acted under subsection 14A:7-2(2), the corporation shall execute and file in the office of the Secretary of State a certificate of amendment to the certificate of incorporation setting forth (a) the name of the corporation; (b) a copy of the resolution of the board required by subsection 14A:7-2(3); (c) that such resolution was duly adopted by the board and the date of such adoption; and (d) that the certificate of incorporation is amended so that the designation and number of shares of each class and series acted upon in the resolution, and the relative rights, preferences and limitations of each such class and series, are as stated in the resolution. L.1968, c.350; amended by L.1973, c. 366, s. 30, eff. May 1, 1974.
N.J. Stat. § 14A:5-22 — NJ Code / Title 14A / Chapter 5 / Section 5-22
Infant shareholders and bondholders
Status: in_force

(1) A corporation may treat an infant who holds shares or bonds of such corporation as having capacity to receive and to empower others to receive dividends, interest, principal and other payments and distributions, to vote or express consent or dissent, and to make elections and exercise rights relating to such shares or bonds, unless, in the case of shares, the corporate officer responsible for maintaining the list of shareholders or the transfer agent of the corporation or, in the case of bonds, the treasurer or paying officer or agent, has received written notice that such holder is an infant. (2) An infant holder of shares or bonds of a corporation who has received or empowered others to receive payments or distributions, voted or expressed consent or dissent, or made an election or exercised a right relating to such shares or bonds, shall have no right thereafter to disaffirm or avoid, as against the corporation, any such act on his part, unless prior to such receipt, vote, consent, dissent, election or exercise, as to shares, the corporate officer responsible for maintaining the list of shareholders or its transfer agent or, in the case of bonds, the treasurer, other paying officer or transfer agent, had received written notice that such holder was an infant. (3) This section does not limit any other statute which authorizes any corporation to deal with an infant or limits the right of an infant to disaffirm his acts.
L.1968, c.350.
N.J. Stat. § 14A:6-10 — NJ Code / Title 14A / Chapter 6 / Section 6-10
Place and notice of directors' meetings
Status: in_force

(1) Meetings of the board may be held either within or without this State, unless otherwise provided by the certificate of incorporation or the by-laws. (2) Regular meetings of the board may be held with or without notice as prescribed in the by-laws. Special meetings of the board shall be held upon such notice as is prescribed in the by-laws. Notice of any meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting. The attendance of any director at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by him. Neither the business to be transacted at, nor the purpose of, any meeting of the board need be specified in the notice or waiver of notice of such meeting unless required by the by-laws. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten days in any one adjournment. (3) Where appropriate communication facilities are reasonably available, any or all directors shall have the right to participate in all or any part of a meeting of the board or a committee of the board by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other, unless otherwise provided in the certificate of incorporation or the by-laws. L.1968, c.350; amended 1969,c.102,ss.7,17; 1988,c.94,s.31.
N.J. Stat. § 14A:3-4 — NJ Code / Title 14A / Chapter 3 / Section 3-4
Contributions by corporations
Status: in_force

(1) Any corporation organized for any purpose under any general or special law of this State, unless otherwise provided in its certificate of incorporation or by-laws, shall have power, irrespective of corporate benefit, to aid, singly or in cooperation with other corporations and with natural persons, in the creation or maintenance of institutions or organizations engaged in community fund, hospital, charitable, philanthropic, educational, scientific or benevolent activities or patriotic or civic activities conducive to the betterment of social and economic conditions, and the board may authorize the making of contributions for those purposes in money, securities, including shares of the corporation, or other property, in such reasonable amounts as the board may determine; provided, that a contribution shall not be authorized hereunder if at the time of the contribution or immediately thereafter the donee institution shall own more than 10% of the voting stock of the donor corporation or one of its subsidiaries. (2) The provisions of this section shall not be construed as directly or indirectly minimizing or interpreting the rights and powers of corporations, as heretofore existing, with reference to appropriations, expenditures or contributions of the nature above specified. L.1968, c.350.; amended 1988, c. 94, s. 12.
N.J. Stat. § 14A:12-16 — NJ Code / Title 14A / Chapter 12 / Section 12-16
Distribution to shareholders
Status: in_force

Any assets remaining after payment of or provision for claims against the corporation shall be distributed among the shareholders according to their respective rights and interests. Distribution may be made in either or both cash and kind. L.1968, c.350; amended by L.1969, c. 102, s. 15.
N.J. Stat. § 14A:5-16 — NJ Code / Title 14A / Chapter 5 / Section 5-16
Shares held jointly or as tenants in common
Status: in_force

Shares held by two or more persons as joint tenants or as tenants in common may be voted at any meeting of the shareholders by any one of such persons, unless another joint tenant or tenant in common seeks to vote any of such shares in person or by proxy. In the latter event, the written agreement, if any, which governs the manner in which such shares shall be voted, shall control if presented at the meeting. If there be no such agreement presented at the meeting, the majority in number of such joint tenants or tenants in common present shall control the manner of voting. If there be no such majority, or if there be two such joint tenants or tenants in common, both of whom seek to vote such shares, the shares shall, for the purpose of voting, be divided equally among such joint tenants or tenants in common present.
L.1968, c.350.
N.J. Stat. § 14A:1-10 — NJ Code / Title 14A / Chapter 1 / Section 1-10
Filing documents by telecopy
Status: in_force

14A:1-10. Filing documents by telecopy. (1) The Secretary of State may accept for filing by means of telecopy any document required or permitted to be filed in the office of the Secretary of State. (2) The Secretary of State shall charge a fee for the filing of a document by telecopy, which fee shall be in addition to the usual fee charged for filing the document. (3) "Telecopy" means any method or means adopted by the Secretary of State for the transmission or receipt of facsimile documents. L.1988, c.94, s.5; amended 1995,c.279,s.3.
N.J. Stat. § 14A:12-2 — NJ Code / Title 14A / Chapter 12 / Section 12-2
Dissolution before commencing business
Status: in_force

(1) A corporation may be dissolved by action of its incorporators when there has been no organization meeting of the board, or by the board if there has been an organization meeting, provided that the corporation (a) Has not commenced business; (b) Has not issued any shares; (c) Has no debts or other liabilities; and (d) Has received no payments on subscriptions for its shares, or, if it has received such payments, has returned them to those entitled thereto, less any part thereof disbursed for expenses. (2) The dissolution of such a corporation shall be effected in the following manner: the sole incorporator or director, if there is only one, or both incorporators or directors, if there are only two, or a majority of the incorporators or directors, if there are more than two, shall execute and file in the office of the Secretary of State a certificate of dissolution stating (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 incorporations and directors constituting the first board; (e) That the corporation has not commenced business and has issued no shares, and has no debts or other liabilities; (f) That the corporation has received no payments or subscriptions to its shares, or, if it has received such payments, that it has returned them to those entitled thereto, less any part thereof disbursed for expenses; and (g) That the sole incorporator or director, if there is only one, or both incorporators or directors, if there are only two, or a majority of the incorporators or directors, if there are more than two, has or have elected that the corporation be dissolved. (3) Notwithstanding the provisions of sections 14A:2-2 and 14A:15-2 and section 3 of P.L.1973, c. 367 (C. 54:50-14), (a) The Secretary of State shall accept for filing a certificate of dissolution pursuant to the provisions of this section (i) Without payment of any filing fee; and (ii) Without the filing with him of the certificate of the Director of the Division of Taxation evidencing the payment, or provision for the payment, by the corporation of taxes, fees, penalties, and interest; and (b) The name of the corporation shall be available immediately for corporate use upon the filing of a certificate of dissolution pursuant to the provisions of this section. L.1968, c.350; amended by L.1973, c. 366, s. 65, eff. May 1, 1974; L.1979, c. 86, s. 4, eff. May 15, 1979.
N.J. Stat. § 14A:13-17 — NJ Code / Title 14A / Chapter 13 / Section 13-17
Definitions
Status: in_force

For the purposes of this act, unless the context requires a different meaning: a. "Director" shall mean the Director of the Division of Taxation of the State Department of the Treasury. b. "Corporation" shall mean any corporation, joint-stock company or association and any business conducted by a trustee or trustees wherein interest or ownership is evidenced by a certificate of interest or ownership or similar written instrument. c. "Calendar year" shall mean an accounting period ending on the last day of December on the basis of which the corporation is required to report for Federal income tax purposes. d. "Fiscal year" shall mean an accounting period ending on any day other than the last day of December on the basis of which the corporation is required to report for Federal income tax purposes. e. "Accounting period" shall mean the calendar or fiscal year, or part thereof, for which a report is due under this act. L.1973, c. 171, s. 4, eff. June 7, 1973.
N.J. Stat. § 14A:17-16 — NJ Code / Title 14A / Chapter 17 / Section 17-16
Provisions severable; repealer
Status: in_force

If any provision of this act or the application thereof to any person or circumstances be held invalid, such invalidity shall not affect other provisions or applications of this act which can be given effect without the invalid provision or application, and to this end the provisions of this act are declared to be severable. All laws and parts of laws in conflict with any of the provisions of this act are hereby repealed, to the extent so in conflict. L.1969, c. 232, s. 16, eff. Dec. 16, 1969.
N.J. Stat. § 14A:5-24 — NJ Code / Title 14A / Chapter 5 / Section 5-24
Elections of directors; cumulative voting.
Status: in_force

14A:5-24. Elections of directors; cumulative voting. (1) Elections of directors need not be by ballot unless a shareholder demands election by ballot at the election and before the voting begins. If the by-laws require election by ballot at any shareholders' meeting, such requirement is waived unless compliance therewith is requested by a shareholder entitled to vote at such meeting. (2) At each election of directors every shareholder entitled to vote at such election shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or, if the certificate of incorporation so provides, to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the aggregate number of his votes shall equal, or by distributing such votes on the same principle among any number of such candidates. (3) Except as otherwise provided by the certificate of incorporation or by-laws, directors shall be elected by a plurality of the votes cast at an election. Amended 1973, c.366, s.17; 2009, c.10.
N.J. Stat. § 14A:13-1 — NJ Code / Title 14A / Chapter 13 / Section 13-1
Holding and conveying real estate
Status: in_force

A corporation organized under laws other than the laws of this State, whether or not constituting a foreign corporation as defined in this act, shall have the same powers with respect to real property located in this State, or any interest therein, as a domestic corporation.
L.1968, c.350.
N.J. Stat. § 14A:14-5 — NJ Code / Title 14A / Chapter 14 / Section 14-5
Powers of receivers; general
Status: in_force

Subject to the general supervision of the Superior Court and pursuant to specific order where appropriate, a receiver shall have power to (a) take into his possession all the property of the corporation, including its books, records and papers; (b) institute and defend actions by or on behalf of the corporation; (c) sell, assign, convey or otherwise dispose of all or any part of the property of the corporation; (d) settle or compromise with any debtor or creditor of the corporation, including any taxing authority; (e) summon and examine under oath, which he may administer, or by affirmation, any persons concerning any matter pertaining to the receivership or to the corporation, its property and its transactions, and require such person to produce books, records, papers and other tangible things and to be examined thereon; (f) take testimony within or without the State, and, if without the State, apply to courts of other jurisdictions for compulsory process to obtain the attendance of witnesses; (g) continue the business of the corporation, and, to that end, enter into contracts, borrow money, pledge, mortgage or otherwise encumber the property of the corporation as security for the repayment of the receiver's loans; (h) do all further acts as shall best fulfill the purposes of this chapter.
L.1968, c.350.
N.J. Stat. § 14A:10-7 — NJ Code / Title 14A / Chapter 10 / Section 10-7
Merger or consolidation of domestic and foreign corporations
Status: in_force

(1) One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner: (a) Each domestic corporation shall comply with the provisions of this act with respect to the merger or consolidation of domestic corporations and each foreign corporation 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 section 14A:10-4.1 shall be executed on behalf of each domestic corporation and each foreign corporation and, in addition to the information required by subsection 14A:10-4.1(1), shall set forth that the applicable provisions of the laws of the jurisdiction under which each foreign corporation was organized have been, or upon compliance with filing and recording requirements will have been, complied with. (c) If the surviving or new corporation is to be a foreign corporation and is to transact business in this State, it shall comply with the provisions of this act with respect to foreign corporations, and, whether or not it is to transact business in this State, the certificate of merger or consolidation required by section 14A:10-4.1 shall, in addition to other required information, set forth (i) an agreement by such foreign corporation 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 foreign corporation, 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; and (ii) an irrevocable appointment by such foreign corporation 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; (iii) an agreement by such foreign corporation 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 this act with respect to the rights of dissenting shareholders. (2) The provisions of subsection 14A:10-3(4) 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 a foreign corporation, 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 the laws of the jurisdiction of incorporation of such foreign corporation shall provide otherwise. (4) One or more foreign corporations and one or more domestic corporations may be merged in the manner provided in section 14A:10-5.1, provided that, if the parent corporation is a foreign corporation, it shall, notwithstanding the provisions of the laws of its jurisdiction of incorporation, comply with the provisions of subsection 14A:10-5.1(2) with respect to notice to shareholders of any domestic subsidiary corporation which is a party to the merger. L.1968, c.350; amended 1973,c.366,s.56; 1988,c.94,s.60.
N.J. Stat. § 14A:7-14.1 — NJ Code / Title 14A / Chapter 7 / Section 7-14.1
Limitations on distributions to shareholders
Status: in_force

(1) "Distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a dividend, a purchase, redemption or other acquisition of its shares, or otherwise. (2) A corporation may not make a distribution if, after giving effect thereto, either: (a) The corporation would be unable to pay its debts as they become due in the usual course of its business; or (b) The corporation's total assets would be less than its total liabilities. (3) Determinations under paragraph 14A:7-14.1(2)(b) may be based upon (i) financial statements prepared on the basis of generally accepted accounting principles, (ii) financial statements prepared on the basis of other accounting practices and principles that are reasonable in the circumstances, or (iii) a fair valuation or other method that is reasonable in the circumstances. (4) In the case of a purchase, redemption or other acquisition by a corporation of its own shares, the effect of a distribution shall be measured as of the earlier of (i) the date money or other property is transferred or debt is incurred by the corporation, or (ii) the date the shareholder ceases to be a shareholder with respect to the acquired shares. In all other cases, the effect of a distribution shall be measured (i) as of the date of its authorization if payment occurs 120 days or less following the date of authorization, or (ii) as of the date of payment if payment occurs more than 120 days following the date of authorization. (5) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section shall not be subordinated to the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement. (added) 1988,c.94,s.44.
N.J. Stat. § 14A:6-15 — NJ Code / Title 14A / Chapter 6 / Section 6-15
Officers
Status: in_force

(1) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, one or more vice presidents, and such other officers as may be prescribed by the by-laws. Unless otherwise provided in the by-laws, the officers shall be elected by the board. (2) Any two or more offices may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the by-laws to be executed, acknowledged, or verified by two or more officers. (3) Any officer elected as herein provided shall hold office for the term for which he is so elected and until a successor is elected and has qualified, subject to earlier termination by removal or resignation. (4) All officers of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in the by-laws, or as may be determined by resolution of the board not inconsistent with the by-laws. L.1968, c.350; amended by L.1973, c. 366, s. 29, eff. May 1, 1974.
N.J. Stat. § 14A:7-11 — NJ Code / Title 14A / Chapter 7 / Section 7-11
Certificates representing shares
Status: in_force

(1) The shares of a corporation shall be represented by certificates or, in accordance with subsection 14A:7-11(6), shall be uncertificated shares. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board, or the president or a vice-president, and may be countersigned by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation and may be sealed with the seal of the corporation or a facsimile thereof. Any or all signatures upon a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of its issue. (2) Every share certificate delivered after the effective date of this act by a corporation which is authorized to issue shares of more than one class shall set forth upon the face or back of the certificate, a full statement (a) Of the designations, relative rights, preferences and limitations of the shares of each class and series authorized to be issued, so far as the same have been determined, and (b) Of the authority of the board to divide the shares into classes or series and to determine and change the relative rights, preferences and limitations of any class or series, or shall set forth that the corporation will furnish to any shareholder, upon request and without charge, such a full statement. (3) Each certificate representing shares shall state upon the face thereof (a) That the corporation is organized under the laws of this State; (b) The name of the person to whom issued; and (c) The number and class of shares, and the designation of the series, if any, which such certificate represents. (4) No certificate shall be issued for any share until such share is fully paid. (5) A card which is punched, magnetically coded or otherwise treated so as to facilitate machine or automatic processing, may be used as a share certificate if it otherwise complies with the provisions of this section. (6) The board may provide that some or all of the shares of any class or series shall be represented by uncertificated shares. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates by subsections 14A:7-11(2) and 14A:7-11(3), and if required, 14A:7-12(2). Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical. L.1968, c.350; amended 1973,c.366,s.36; 1988,c.94,s.42.
N.J. Stat. § 14A:12-18 — NJ Code / Title 14A / Chapter 12 / Section 12-18
Judgment of dissolution; filing copy
Status: in_force

A copy of every judgment dissolving a corporation or forfeiting its charter shall be forthwith filed by the clerk of the court in the office of the Secretary of State, and a notation thereof shall be made by the Secretary of State on the charter or certificate of incorporation of the corporation affected.
L.1968, c.350.
N.J. Stat. § 14A:5-28 — NJ Code / Title 14A / Chapter 5 / Section 5-28
Books and records; right of inspection.
Status: in_force

14A:5-28. Books and records; right of inspection. (1) Each corporation shall keep books and records of account and minutes of the proceedings of its shareholders, board and executive committee, if any. Unless otherwise provided in the bylaws, such books, records and minutes may be kept outside this State. The corporation shall keep at its principal office, its registered office, at the office of its transfer agent, or on an electronic network, a record or records containing the names and addresses of all shareholders, the number, class and series of shares held by each and the dates when they respectively became the owners of record thereof. Any of the foregoing books, minutes or records may be in written form or in any other form capable of being converted into readable form within a reasonable time, including on an electronic network. A corporation shall convert into readable form without charge any such records not in such form, upon the written request of any person entitled to inspect them. (2) Upon the written request of any shareholder, the corporation shall mail to such shareholder its balance sheet as at the end of the preceding fiscal year, and its profit and loss and surplus statement for such fiscal year. (3) Any person who shall have been a shareholder of record of a corporation for at least six months immediately preceding his demand, or any person holding, or so authorized in writing by the holders of, at least 5% of the outstanding shares of any class or series, upon at least five days' written demand shall have the right for any proper purpose to examine in person or by agent or attorney, during usual business hours, its minutes of the proceedings of its shareholders and record of shareholders and to make extracts therefrom, at the places where the same are kept pursuant to subsection 14A:5-28(1). If the records are kept on an electronic network, the corporation shall convert any records so kept into a clearly legible form upon the request of any person entitled to the records in the timeframe required pursuant to this subsection. (4) Nothing herein contained shall impair the power of any court, upon proof by a shareholder of proper purpose, irrespective of the period of time during which the shareholder shall have been a shareholder of record, and irrespective of the number of shares held by him, to compel the production for examination by such shareholder of the books and records of account, minutes, and record of shareholders of a corporation. The court may, in its discretion prescribe any limitations or conditions with reference to the inspection, or award any other or further relief as the court may deem just and proper. The court may order books, documents and records, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within this State and kept in this State upon whatever terms and conditions as the order may prescribe. In any action for inspection the court may proceed summarily. (5) Holders of voting trust certificates representing shares of the corporation shall be regarded as shareholders for the purpose of this section. (6) A corporation may impose reasonable limitations or conditions on the use or distribution of requested materials provided to a demanding shareholder: (a) pursuant to either subsection 14A:5-28(2) or 14A:5-28(3); or (b) prior to the order of a court pursuant to subsection 14A:5-28(4). As used in this section, "electronic network" means one or more electronic networks or databases, including one or more distributed electronic networks or databases that utilize blockchain technology, administered by or on the behalf of the corporation. amended 1973, c.366, s.19; 1988, c.94, s.22; 2017, c.364; 2021, c.238, s.1.
N.J. Stat. § 14A:13-22 — NJ Code / Title 14A / Chapter 13 / Section 13-22
Administration of act by director of division of taxation
Status: in_force

The Director, Division of Taxation in the Department of Treasury shall administer the provisions of this act, adopt regulations necessary or desirable to effectuate its purposes, prepare instructions for guidance and information and provide for all other matters reasonably required for the fair, impartial and practical administration of this act. L.1973, c. 171, s. 9, eff. June 7, 1973.
N.J. Stat. § 14A:7-16 — NJ Code / Title 14A / Chapter 7 / Section 7-16
Acquisitions of a corporation's own shares
Status: in_force

14A:7-16. Acquisitions of a corporation's own shares. (1) Subject to the provisions of section 14A:7-14.1, a corporation may acquire its own shares. (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) No acquisition of its own shares shall be made by a corporation (a) Contrary to any restrictions contained in the certificate of incorporation; (b) (Deleted by amendment, P.L.1988, c.94.) (c) Unless after such acquisition there remain outstanding one or more classes or series of shares possessing, among them collectively, voting rights and unlimited residual rights as to dividends and distribution of assets on liquidation; or (d) In the case of redeemable shares and within the period of their redeemability, at a price greater than the applicable redemption price plus, in the case of shares entitled to cumulative dividends, the dividends which would have accrued to the next dividend date following the date of acquisition. (6) (Deleted by amendment, P.L.1988, c.94.) (7) Unless the certificate of incorporation otherwise provides, a corporation may acquire its shares whether or not the net assets remaining after the transaction are less than the aggregate amount of the preferences of outstanding shares in the assets of the corporation upon liquidation. (8) In connection with an agreement to acquire its shares, a corporation may grant a security interest in the acquired shares to secure an obligation to pay for the acquisition. The shares shall not be deemed to be reacquired by the corporation and cancelled on its books until the obligation of the corporation is fully paid or discharged. (9) A corporation may acquire or agree to acquire its shares, notwithstanding that the acquisition would constitute a distribution prohibited under section 14A:7-14.1, if all or part of the purchase price is deferred until such time as the payment would not constitute a prohibited distribution. L.1968, c.350; amended 1988,c.94,s.47; 1995,c.279,s.9.
N.J. Stat. § 14A:1-11 — NJ Code / Title 14A / Chapter 1 / Section 1-11
Preclearance of documents to be filed
Status: in_force

Any document required to be filed under this act may be submitted to the Secretary of State for review prior to the time the document is formally filed. The Secretary of State shall determine whether the document is acceptable for filing and, if it is not acceptable, shall state why it is not acceptable. The Secretary of State shall charge a fee for the preclearance of documents. L. 1988, c. 94, s. 6.
N.J. Stat. § 14A:13-13 — NJ Code / Title 14A / Chapter 13 / Section 13-13
Vesting of title to real property upon merger or consolidation of foreign corporations
Status: in_force

(1) As used in this section, unless the context clearly requires otherwise: (a) "Surviving foreign corporation" means a foreign corporation into which one or more other foreign corporations have merged. (b) "New foreign corporation" means a foreign corporation formed by the consolidation of two or more other foreign corporations. (c) "Certificate of merger" means the instrument, by whatever name it is called, filed or issued under any statute to merge one or more foreign corporations into another foreign corporation. (d) "Certificate of consolidation" means the instrument, by whatever name it is called, filed or issued under any statute to consolidate two or more foreign corporations into a new foreign corporation. (e) "Certified copy" , when used with reference to a certificate of merger or a certificate of consolidation, means a copy of the certificate of merger or of the certificate of consolidation, as the case may be, which was filed in or issued by the jurisdiction of the surviving corporation, as the case may be, to make the merger or consolidation effective, certified by the official of such jurisdiction having custody of its records pertaining to corporations. (2) Whenever a foreign corporation shall merge into or consolidate with another foreign corporation, and a certified copy of the certificate of merger or certificate of consolidation, as the case may be, is filed in the office of the secretary of state of New Jersey, any and all real property in New Jersey and any and all interests therein, owned by each of the merging or consolidating foreign corporations, shall be deemed to have been vested in the surviving foreign corporation or the new foreign corporation, as the case may be, upon the effective date of the merger or consolidation, without further act or deed. Such merger or consolidation shall be valid and effectual to vest title to such real property and interests therein in the surviving foreign corporation or the new foreign corporation, as the case may be, as fully and completely as if regularly conveyed to it by deed. (3) The provisions of this section shall apply to every merger and to every consolidation of foreign corporations which became effective before the effective date of this act, as well as to every merger and every consolidation of foreign corporations which shall become effective after the effective date of this act, whether the certified copy of the certificate of merger or of the certificate of consolidation, as the case may be, was filed in the office of the secretary of state of New Jersey before the effective date of this act or shall be so filed thereafter. In the case of mergers or consolidations of foreign corporations which became effective before the effective date of this act, the title of each surviving foreign corporation and of each new foreign corporation to all real property in New Jersey and to all interests in real property in New Jersey which at the time of the merger or consolidation was owned by each foreign corporation which was a party to the merger or consolidation is hereby confirmed and made valid and effectual, provided a certified copy of the certificate of consolidation, as the case may be, is filed in the office of the secretary of state of New Jersey.
L.1968, c.350.
N.J. Stat. § 14A:12-5 — NJ Code / Title 14A / Chapter 12 / Section 12-5
Dissolution pursuant to provision in certificate of incorporation
Status: in_force

(1) The certificate of incorporation may provide that any shareholder, or any specified number of shareholders, or the holders of any specified number or proportion of shares, or of any specified number or proportion of shares of any class or series, may effect the dissolution of the corporation at will or upon the occurrence of a specified event. In such a case, dissolution of the corporation may be effected by the filing of a certificate of dissolution in the office of the Secretary of State, signed, as the certificate of incorporation may provide, by a single shareholder, or the specified number of shareholders, or the holders of any specified number or proportion of shares, or of any specified number or proportion of shares of any class or series. The certificate of dissolution shall state the name of the corporation, the location of its registered office and the name of its registered agent. It shall also state that the corporation is dissolved; that the dissolution is effected pursuant to a provision of the certificate of incorporation; and that the certificate is executed and filed by the person or persons authorized by the certificate of incorporation. (2) An amendment of the certificate of incorporation which adds a provision authorized by this section, or which amends or deletes such a provision, shall be authorized at a meeting of shareholders by a vote of all outstanding shares, or by such lesser vote, but not less than the vote set forth in paragraph 14A:9-2(4)(c), as may be specifically provided for in the certificate of incorporation for such amendment. (3) If the certificate of incorporation of any corporation contains a provision authorized by this section, the fact that such provision exists shall be noted conspicuously on the face or back of every certificate for shares issued by such corporation, and each holder of such certificates shall conclusively be deemed to have taken delivery with notice of such provision. A provision authorized by this subsection shall become invalid if, 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 provision.
L.1968, c.350.
N.J. Stat. § 14A:8-2.1 — NJ Code / Title 14A / Chapter 8 / Section 8-2.1
Trust funds for employees; creation; maintenance and administration
Status: in_force

Any domestic or foreign corporation which has adopted, or hereafter adopts, a plan described in section 14A:8-1 may establish one or more trust funds of the property contributed or held by any corporation or any subsidiary thereof for the purposes of a plan. Any trust fund may be held and administered by the corporation adopting a plan or by any trustee or trustees, within or without this State, appointed by the corporation for that purpose. (added) 1988,c.94,s.50.
N.J. Stat. § 14A:7-7 — NJ Code / Title 14A / Chapter 7 / Section 7-7
Share rights and options
Status: in_force

14A:7-7. Share rights and options. (1) Subject to any provisions in respect thereof set forth in its certificate of incorporation in effect before the authorization and issuance of the rights or options, a corporation may create and issue, whether or not in connection with the issuance and sale of any of its shares or bonds, rights or options entitling the holders thereof to purchase from the corporation shares of any class or series for such consideration and upon such terms and conditions as may be fixed by the board. Such rights or options shall be evidenced in such manner as the board shall approve and, without limiting the generality of the foregoing, may be evidenced by warrants attached to or forming part of bond instruments or share certificates or existing independently thereof. The instruments evidencing such rights or options shall set forth or incorporate by reference the terms and conditions of their exercise, including the time or times, which may be limited or unlimited in duration, within which, and the price or prices at which such shares may be purchased from the corporation, and any limitations on the transferability of any such right or option. The rights or options may contain provisions which adjust the rights or options in the event of an acquisition of shares or a reorganization, merger, consolidation, sale of assets or other occurrence. The consideration for shares to be purchased upon the exercise of any such right or option shall comply with the requirements of sections 14A:7-4 and 14A:7-5. A good faith judgment of the board as to the adequacy of the consideration received for such rights or options is conclusive. (2) (Deleted by amendment, P.L.1988, c.94.) (3) Notwithstanding N.J.S.14A:7-1 and N.J.S.14A:7-2 and any other provision of chapter 7 of Title 14A of the New Jersey Statutes, and unless otherwise provided in the certificate of incorporation in effect before the authorization and issuance of the rights or options, a corporation may before, on or after the effective date of this 1989 amendatory act, authorize and issue rights or options which include conditions that prevent the holder of a specified percentage of the outstanding shares of the corporation, including subsequent transferees of the holder, from exercising those rights or options or which invalidate any rights or options beneficially owned by the holder of a specified percentage of the outstanding shares of the corporation, including subsequent transferees of the holder. L.1968, c.350; amended 1969,c.102,ss.9,17; 1973,c.366,s.34; 1988,c.94,s.39; 1989,c.107,s.1.
N.J. Stat. § 14A:4-3 — NJ Code / Title 14A / Chapter 4 / Section 4-3
Change of registered office or registered agent
Status: in_force

14A:4-3. Change of registered office or registered agent. (1) A domestic corporation or a foreign corporation authorized to transact business in this State may change its registered office or its registered agent, or both. When the registered office is changed, or when the registered agent is changed, or dies, resigns or becomes disqualified, the corporation shall, by resolution of the board, forthwith fix the address of the new registered office or designate the successor registered agent or both, as the case may be. (2) Such corporation shall forthwith file in the office of the Secretary of State a certificate executed on behalf of the corporation setting forth (a) the name of the corporation; (b) if the registered agent is not being changed, the name of the registered agent; (c) if the registered agent is being changed, the names of the registered agent being succeeded and of the successor registered agent; (d) if the registered office is not being changed, the address of the then registered office; (e) if the registered office is being changed, the address of the registered office immediately prior to the change, and the address of the new registered office; (f) that the address of its registered office and the address of its registered agent will be identical after the change; and (g) that the change in registered office, or registered agent, or both, is made pursuant to resolution of the board. (3) The registered agent of one or more domestic or foreign corporations may change the registered office of such corporation or corporations to another address in this State by filing in the office of the Secretary of State a certificate executed by such agent and setting forth (a) the names of all the corporations whose registered offices are being changed and for which he or it is the registered agent, listed in alphabetical order; (b) the address of the registered office of each such corporation immediately prior to the change, and the address of the new registered office; (c) that the address of the registered office of each such corporation and the address of its registered agent will be identical after the change; and (d) a statement that at least 20 days' prior notice of the change has been given to each such corporation in writing. The change of the registered office of each of the corporations named in the certificate shall become effective upon the date of such filing or at such later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate. (4) (Deleted by amendment, P.L.1997, c.139.) L.1968, c.350; amended 1969, c.102, ss.3,17; 1971, c.253, s.1; 1977, c.34, s.1; 1997, c.139, s.1.
N.J. Stat. § 14A:10A-4 — NJ Code / Title 14A / Chapter 10A / Section 10A-4
Five-year restriction; exceptions.
Status: in_force

4. Notwithstanding anything to the contrary contained in this act (except section 6 of this act), no resident domestic corporation shall engage in any business combination with any interested stockholder of that resident domestic corporation for a period of five years following that interested stockholder's stock acquisition date unless: a. that business combination is approved by the board of directors of that resident domestic corporation prior to that interested stockholder's stock acquisition date; or b. the transaction or series of related transactions which caused the person to become an interested stockholder was approved by the board of directors of that resident domestic corporation prior to that interested stockholder's stock acquisition date and any subsequent business combinations with that interested stockholder are approved by the board of directors of that resident domestic corporation, provided that any such subsequent business combination is approved by (1) the board of directors, or a committee of that board, consisting solely of persons who are not employees, officers, directors, stockholders, affiliates or associates of that interested stockholder, 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. L.1986, c.74, s.4; amended 2013, c.40, s.2.
N.J. Stat. § 14A:13-20 — NJ Code / Title 14A / Chapter 13 / Section 13-20
Failure to file timely report
Status: in_force

a. No foreign corporation carrying on any activity or owning or maintaining any property in this State which has not obtained a certificate of authority to do business in this State and disclaims liability for the corporation business tax and the corporation income tax shall maintain any action or proceeding in any State or Federal court in New Jersey, until such corporation shall have filed a timely notice of business activities report. b. The failure of a foreign corporation to file a timely report shall prevent the use of the courts in this State for all contracts executed and all causes of action that arose at any time prior to the end of the last accounting period for which the corporation failed to file a required timely report. c. The court in which the issues arise shall be granted the power to excuse the corporation for failure to file a report when due, and restore the right of access to the courts in this State. Such failure to file a report shall be excusable where the court finds the corporation has sustained the burden of establishing that (1) the failure to file a timely report was done in ignorance of the requirement to file, such ignorance was reasonable in all circumstances; and (2) all taxes, interest and civil penalties due the State for all periods have been paid, or provided for by adequate security or bond approved by the director, before the suit may proceed. L.1973, c. 171, s. 7, eff. June 7, 1973.
N.J. Stat. § 14A:14-21 — NJ Code / Title 14A / Chapter 14 / Section 14-21
Distribution of assets; priorities
Status: in_force

(1) After payment of all allowances, expenses and costs, and, subject to the laws of the United States and to subsection 14A:14-21(3), the satisfaction of all liens upon the funds of the corporation to the extent of their lawful priority, the creditors shall be paid proportionately to the amount of their respective debts, excepting mortgage and judgment creditors when the judgment has not been by confession for the purpose of preferring creditors. The creditors shall be entitled to distribution on debts not due, making in such case a rebate of interest, when interest is not accruing on the same. (2) The surplus funds, if any, after payment of the creditors and the costs, expenses and allowances aforesaid, and the preferred stockholders, shall be divided and paid to the general stockholders proportionately, according to their respective shares. (3) In any distribution to creditors all persons doing labor or service of any character, in the regular employment of the corporation, shall be entitled to priority of payment for the wages, not to exceed $600. for each claimant, due them respectively for all labor, work and services performed within three months before the institution of a receivership action under this chapter. A claim under this subsection 14A:14-21(3) shall have priority over all other claims against the corporation, but shall be subordinate to (1) a security interest in personal property perfected prior to the date when the receivership action was instituted, which perfected security interest cannot be set aside by the receiver under the provisions of this Chapter, (2) mortgages upon the real property of the corporation, and (3) all claims entitled to higher priority by law. L.1968, c.350; amended by L.1973, c. 366, s. 75, eff. May 1, 1974.
N.J. Stat. § 14A:7-18 — NJ Code / Title 14A / Chapter 7 / Section 7-18
Cancellation of reacquired shares
Status: in_force

14A:7-18. Cancellation of reacquired shares. (1) When shares of a corporation are reacquired by purchase, by redemption or by their conversion into other shares of the corporation, the reacquisition shall effect their cancellation, unless the board determines that the shares shall be treasury shares or the bylaws so provide. In addition, any shares which were treasury shares on or before December 1, 1988, shall continue to be treasury shares unless cancelled by the board. The board may cancel treasury shares at any time. Upon their cancellation, shares shall be restored to the status of authorized but unissued shares, unless the certificate of incorporation, or the plan of merger or consolidation in the case of shares acquired by the corporation pursuant to Chapter 11 of this act, provides that such shares shall not be reissued, in which case a certificate of amendment to the certificate of incorporation shall be filed, pursuant to a resolution of the board, reducing the authorized number of shares by the number of shares so cancelled. (2) The certificate of amendment reducing the authorized shares shall be executed on behalf of the corporation and filed in the office of the Secretary of State not later than 30 days after the cancellation of the reacquired shares not to be reissued. The statement shall set forth: (a) The name of the corporation; (b) The number of shares cancelled, itemized by classes and series, and the date of adoption of the resolution of the board cancelling such shares; (c) The aggregate number of authorized shares, itemized by classes and series, after giving effect to such cancellation; (d) A statement that the certificate of incorporation or plan of merger provides that the shares cancelled shall not be reissued; and (e) That the certificate of incorporation is amended by decreasing the aggregate number of shares which the corporation is authorized to issue by the number of shares cancelled. (f) (Deleted by amendment, P.L.1988, c.94.) (3) (Deleted by amendment, P.L.1988, c.94.) (4) A certificate of amendment reducing the authorized shares because of the conversion of convertible shares shall be filed only if the certificate of incorporation provides that such shares shall not be reissued. The certificate of amendment shall set forth the information required by subsection 14A:7-18(2) and in the case of cancellation of converted shares, the certificate of amendment shall be filed not later than 90 days after the close of the fiscal year in which the shares were reacquired. (5) Nothing contained in this section shall be construed to forbid a cancellation of shares or a reduction of authorized shares in any other manner permitted by this act. L.1968, c.350; amended 1973,c.366,s.40; 1988,c.94,s.48; 1995,c.279,s.10.
N.J. Stat. § 14A:9-1 — NJ Code / Title 14A / Chapter 9 / Section 9-1
Amendment of certificate of incorporation
Status: in_force

(1) A corporation may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired so long as the amendment contains only such provisions as might lawfully be contained in an original certificate of incorporation filed at the time of making such amendment. (2) In particular, and without limitation upon the general power of amendment granted by subsection 14A:9-1(1), a corporation may amend its certificate of incorporation (a) To change its corporate name; (b) To enlarge, limit, or otherwise change its corporate purposes or powers; (c) To change the duration of the corporation, even if such duration has expired, to a limited or perpetual duration; (d) To increase or decrease the aggregate number of shares or shares of any class or series of any class, which the corporation has authority to issue; (e) To increase or decrease the par value of the authorized shares of any class having a par value, whether issued or unissued; (f) To exchange, classify, reclassify or cancel all or any part of its shares, whether issued or unissued; (g) To change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, limitations and the relative rights in respect of all or any part of its shares, whether issued or unissued; (h) To change shares having a par value, whether issued or unissued, into the same or a different number of shares without par value, and to change shares without par value, whether issued or unissued, into the same or a different number of shares having a par value; (i) To change the shares of any class or series, whether issued or unissued, and whether with or without par value, into a different number of shares of the same class or series or into the same or a different number of shares, either with or without par value, of other classes or series; (j) To create new classes or series of shares having rights and preferences superior or inferior to, or equal with, the shares of any class or series then authorized, whether issued or unissued; (k) To cancel or otherwise affect the right of the holders of the shares of any class or series to receive dividends which have accrued but have not been declared; (l) To divide any class of shares, whether issued or unissued, into series and fix the designations of such series and the preferences, limitations and relative rights of the shares of such series; (m) To authorize the board to divide authorized but unissued shares of any class into series and fix the designations and number of shares of such series and the preferences, limitations and relative rights of the shares of such series; (n) To authorize the board to fix or change the designation or number of shares of, or preferences, limitations or relative rights of the shares of any theretofore established series the shares of which have not been issued; (o) To revoke, diminish or enlarge the authority of the board to take any of the actions set forth in paragraphs 14A:9-1(2)(m) and 14A:9-1(2)(n); (p) To limit, deny or grant to shareholders of any class the preemptive right to acquire additional or treasury shares of the corporation, whether then or thereafter authorized; (q) To strike out, change or add any provision, not inconsistent with law, for the management of the business and the conduct of the affairs of the corporation, or creating, defining, limiting and 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 by-laws. (3) (Deleted by amendment, P.L. 1988, c. 94.) L.1968, c.350; amended 1988,c.94,s.52.
N.J. Stat. § 14A:5-25 — NJ Code / Title 14A / Chapter 5 / Section 5-25
Selection of inspectors
Status: in_force

(1) Unless the by-laws otherwise provide, the board may, in advance of any shareholders' meeting, or of the tabulation of written consents of shareholders without a meeting, appoint one or more inspectors to act at the meeting or any adjournment thereof or to tabulate such consents and make a written report thereof. (2) If inspectors to act at any meeting of shareholders are not so appointed by the board or as otherwise provided in the by-laws or shall fail to qualify, the person presiding at a shareholders' meeting may, and on the request of any shareholder entitled to vote thereat, shall, make such appointment. (3) In case any person appointed as inspector fails to appear or act, the vacancy may be filled by appointment made by the board in advance of the meeting or at the meeting by the person presiding at the meeting. (4) If the by-laws require inspectors at any shareholders' meeting, such requirement is waived unless compliance therewith is requested by a shareholder entitled to vote at such meeting. (5) Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. (6) No person shall be elected a director in an election for which he has served as an inspector. L.1968, c.350; amended by L.1973, c. 366, s. 18, eff. May 1, 1974.
N.J. Stat. § 14A:12-11 — NJ Code / Title 14A / Chapter 12 / Section 12-11
Effect of revocation of dissolution
Status: in_force

(1) Upon the filing of a certificate of revocation of dissolution proceedings as authorized by this act, the revocation of dissolution proceedings shall become effective, and the corporation may, subject to the provisions of subsection 14A:12-11(2), again carry on its business in the same manner as if dissolution proceedings had never been commenced. The corporation shall be liable for all taxes payable under the "Corporation Business Tax Act (1945)" (P.L.1945, c. 162), as amended and supplemented, or under the "Financial Business Tax Law (1946)" (P.L.1946, c. 174), as amended and supplemented, as though dissolution of the corporation had not occurred. (2) If, pursuant to subsection 14A:2-2(3), a dissolved corporation has filed a written consent to the adoption of its name or a confusingly similar name by another, the subsequent revocation of dissolution proceedings pursuant to this section shall not restore the dissolved corporation's right to the use of its name.
L.1968, c.350.
N.J. Stat. § 14A:3-6.7 — NJ Code / Title 14A / Chapter 3 / Section 3-6.7
Termination of derivative proceeding, shareholder class action.
Status: in_force

7. On termination of a derivative proceeding or a shareholder class action the court may: (1) order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; (2) order the plaintiff to pay any defendant's expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without the exercise of reasonable diligence by the plaintiff or without reasonable cause or for an improper purpose; or (3) order a party to pay an opposing party's expenses incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needlessly increase the cost of litigation. L.2013, c.42, s.7.
N.J. Stat. § 14A:5-30 — NJ Code / Title 14A / Chapter 5 / Section 5-30
Liability of subscribers and shareholders
Status: in_force

14A:5-30. Liability of subscribers and shareholders. (1) A holder of or subscriber for shares of a corporation shall be under no obligation to the corporation or its creditors to pay for such shares other than the obligation to pay to the corporation the unpaid portion of the consideration for which such shares were issued or to be issued, which in no event shall be less than the amount of the consideration for which such shares could be lawfully issued. (2) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts of the corporation, except that a shareholder may become personally liable by the reason of his own acts or conduct. (3) A person holding stock in a fiduciary or representative capacity shall not be personally liable to the corporation as the holder of or subscriber for shares of a corporation but the estate and funds in his hands shall be so liable. (4) Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be liable to the corporation or its creditors for any unpaid portion of such consideration, but the original holder or subscriber and any assignee or transferee prior to an assignment or transfer to a person taking in good faith and without such knowledge or notice shall remain liable therefor. (5) No pledgee or other holder of shares as collateral security shall be liable as a shareholder. L.1968, c.350; amended 1995,c.279,s.7.
N.J. Stat. § 14A:4-5 — NJ Code / Title 14A / Chapter 4 / Section 4-5
Annual report to State Treasurer.
Status: in_force

14A:4-5. (1) Every domestic corporation and every foreign corporation authorized to transact business in this State shall file in the Department of the Treasury, within the time prescribed by this section, an annual report, executed on behalf of the corporation, or executed by the registered agent, setting forth: (a) The name of the corporation and, in the case of a foreign corporation, the jurisdiction of its incorporation; (b) The address of the registered office of the corporation in this State, and the name of its registered agent in this State at such address; (c) The names and addresses of the directors and officers of the corporation; (d) (Deleted by amendment, P.L.1988, c.94.) (e) The address of its main business or headquarters office; and (f) The address of its principal business office in New Jersey, if any. (2) The State Treasurer shall designate a date for filing annual reports for each corporation required to submit a report pursuant to this section and shall annually notify the corporation of the date so designated not less than 60 days prior to such date. The corporation shall file the report within 30 days before or 30 days after the date so designated. If the date so designated is not more than six months after the date on which an annual report pursuant to the provisions of prior law was filed or on which the certificate of incorporation became effective, the corporation shall not be required to file an annual report until one year after the first occurrence of the date so designated. (3) (Deleted by amendment, P.L.1997, c.139.) (4) The State Treasurer shall furnish annual report forms, shall keep in his office all such reports and shall prepare an alphabetical index thereof, which reports and index shall be open to public inspection at proper hours. (5) In the event a domestic corporation fails to file an annual report for two consecutive years with the State Treasurer, then, after written notice by certified mail to the corporation at its last known main business or headquarters office or at the address of its registered agent, the State Treasurer may issue a proclamation declaring that the certificate of incorporation of the corporation has been revoked and that all powers conferred by law upon it shall thereafter be inoperative and void. The proclamation of the State Treasurer shall be filed in the office of the State Treasurer. No corporation's certificate of incorporation shall be revoked pursuant to this subsection if, within 30 days after the giving of notice, it files the reports required by law and pays to the State Treasurer all of the fees due for the filing of the reports. (6) In the event a foreign corporation fails to file an annual report for two consecutive years with the State Treasurer, then, after written notice by certified mail to the corporation at its last known main business or headquarters office or at the address of its registered agent, the State Treasurer may issue a proclamation declaring that the certificate of authority to do business of the corporation and the powers conferred by law upon it shall be revoked. The proclamation of the State Treasurer shall be filed in the office of the State Treasurer. No corporation's certificate of authority shall be revoked pursuant to this paragraph if, within 30 days after the giving of notice, it files the reports required by law and pays to the State Treasurer all of the fees due for the filing of the reports. (7) If the certificate of incorporation of a domestic corporation or a certificate of authority of a foreign corporation has been revoked by proclamation, the certificate shall be reinstated by proclamation of the State Treasurer upon: (a) payment by the corporation of all fees due to the State Treasurer, consisting of a reinstatement filing fee of $75.00, tax clearance filing fee of $20, current annual report fee, and all delinquent annual report fees; and (b) certification of the Director of the Division of Taxation that no cause exists for revocation of the corporation's certificate of incorporation or certificate of authority pursuant to R.S.54:11-2 if the reinstatement request is filed two or more years after the revocation action. The reinstatement relates back to the date of issuance of the proclamation revoking the certificate of incorporation or the certificate of authority and shall validate all actions taken in the interim. In the event that in the interim the corporate name has become unavailable, the State Treasurer shall issue the certificate upon, in the case of a domestic corporation, the filing of an amendment to its certificate of incorporation to change the corporate name to an available name, and, in the case of a foreign corporation, the filing of an amended certificate of authority adopting an assumed name. The State Treasurer shall provide the forms necessary to effect annual report reinstatements. amended 1971, c.253, s.2; 1973, c.366, s.11; 1988, c.94, s.16; 1997, c.139, s.3; 2002, c.34, s.22; 2019, c.149, s.2.
N.J. Stat. § 14A:13-16 — NJ Code / Title 14A / Chapter 13 / Section 13-16
Exemptions
Status: in_force

A foreign corporation shall not be required to file a notice of business activities report if a. by the end of an accounting period for which it was otherwise required to file a notice of business activities report under this act, it had received a certificate of authority to do business in this State; or b. a timely return has been filed under the Corporation Business Tax Act or the Corporation Income Tax Act for such accounting period. L.1973, c. 171, s. 3, eff. June 7, 1973.
N.J. Stat. § 14A:2-2c — NJ Code / Title 14A / Chapter 2 / Section 2-2c
Change of corporate name; existing corporations organized or authorized to transact business in state prior to effective date of act
Status: in_force

This amendatory and supplementary act shall not require any domestic corporation organized prior to the effective date of this act or any foreign corporation authorized to transact business in this State prior to the effective date of this act or any nonprofit corporation organized pursuant to Title 15 of the Revised Statutes prior to the effective date of this act to change its corporate name in order to comply with this act, if such name is otherwise lawful on the effective date of this act. No corporation shall change its corporate name on or after the effective date to a name which is not available for use under this act. L.1983, c. 490, s. 2, eff. Jan. 17, 1984.
N.J. Stat. § 14A:12-12 — NJ Code / Title 14A / Chapter 12 / Section 12-12
Notice to creditors; filing claims
Status: in_force

(1) At any time after a corporation has been dissolved, the corporation, or a receiver appointed for the corporation pursuant to this chapter, may give notice requiring all creditors to present their claims in writing. Such notice shall be published 3 times, once in each of 3 consecutive weeks, in a newspaper of general circulation in the county in which the registered office of the corporation is located and shall state that all persons who are creditors of the corporation shall present written proof of their claims to the corporation or the receiver, as the case may be, at a place and on or before a date named in the notice, which date shall not be less than 6 months after the date of the first publication. (2) On or before the date of the first publication of the notice as provided in subsection 14A:12-12(1), the corporation, or the receiver, as the case may be, shall mail a copy of the notice to each known creditor of the corporation. The giving of such notice shall not constitute recognition that any person to whom such notice is directed is a creditor of the corporation other than for the purpose of receipt of notice hereunder. (3) As used in this section, "creditor" means all persons to whom the corporation is indebted, and all other persons who have claims or rights against the corporation, whether liquidated or unliquidated, matured or unmatured, direct or indirect, absolute or contingent, secured or unsecured. (4) Proof of the publication and mailing authorized by this section shall be made by an affidavit filed in the office of the Secretary of State. L.1968, c.350; amended by L.1973, c. 366, s. 70, eff. May 1, 1974.
N.J. Stat. § 14A:10A-1 — NJ Code / Title 14A / Chapter 10A / Section 10A-1
Short title
Status: in_force

This act shall be known and may be cited as the "New Jersey Shareholders' Protection Act." The requirements of this act shall be in addition to the requirements of applicable law, including Title 14A of the New Jersey Statutes and any additional requirements contained in the certificate of incorporation or bylaws of a resident domestic corporation with respect to business combinations as defined herein. L. 1986, c. 74, s. 1.
N.J. Stat. § 14A:14-19 — NJ Code / Title 14A / Chapter 14 / Section 14-19
Discontinuance of receivership action
Status: in_force

A receivership action against a corporation may be discontinued at any time when it is established that cause for the action no longer exists. In such event, the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its property remaining in his hands. Upon such redelivery, the corporation shall be revested with full rights in such property and in its franchises as if the receiver had not been appointed.
L.1968, c.350.
N.J. Stat. § 14A:13-5 — NJ Code / Title 14A / Chapter 13 / Section 13-5
Effect of certificate of authority
Status: in_force

Upon the issuance of a certificate of authority by the Secretary of State, the foreign corporation shall be authorized to transact in this State any business of the character set forth in its application. Such authority shall continue so long as it retains its authority to transact such business in the jurisdiction of its incorporation and its authority to transact business in this State has not been surrendered, suspended or revoked.
L.1968, c.350.
N.J. Stat. § 14A:12-3 — NJ Code / Title 14A / Chapter 12 / Section 12-3
Dissolution without a meeting of shareholders
Status: in_force

14A:12-3. Dissolution without a meeting of shareholders. A corporation may be dissolved by the consent of all its shareholders entitled to vote thereon. Notice of dissolution pursuant to this section shall be provided to all shareholders not entitled to vote thereon, not less than 10 nor more than 60 days before the filing of the certificate of dissolution, in the manner provided in this act for the giving of notice of meetings of shareholders. To effect such dissolution, all shareholders entitled to vote thereon shall sign and file in the office of the Secretary of State a certificate of dissolution which shall state (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 its directors and officers; (e) that the corporation is dissolved; and (f) that the certificate has been signed in person or by proxy by all the shareholders of the corporation entitled to vote thereon. L.1968, c.350; amended 1995,c.279,s.18.
N.J. Stat. § 14A:13-6 — NJ Code / Title 14A / Chapter 13 / Section 13-6
Amended certificate of authority
Status: in_force

(1) A foreign corporation authorized to transact business in this State shall procure an amended certificate of authority in the event it desires to change its corporate name, or to enlarge, limit or otherwise change the character of the business which it proposes to transact in this State, by making application therefor to the Secretary of State. (2) The requirements in respect to the form and contents of such application, the manner of its execution, the filing thereof in the office of the Secretary of State, the issuance of an amended certificate of authority and the effect thereof, shall be the same as in the case of an original application for a certificate of authority.
L.1968, c.350.
N.J. Stat. § 14A:9-4 — NJ Code / Title 14A / Chapter 9 / Section 9-4
Certificate of amendment
Status: in_force

(1) If the amendment is made as provided by subsection 14A:9-2(1), a certificate of amendment shall, subject to subsection 14A:2-6(3), be signed by all the incorporators, shall set forth the name of the corporation and the amendment so adopted, and shall recite that the amendment is made by unanimous consent of the incorporators before the organization meeting of the directors. (2) If the amendment is made by the board as referred to in subsection 14A:9-2(2), a certificate of amendment shall be executed on behalf of the corporation. The certificate shall set forth the information required by the section of this act which empowers the board to make the amendment. (3) If the amendment is made as provided by subsection 14A:9-2(4), a certificate of amendment shall be executed on behalf of the corporation and shall set forth (a) The name of the corporation; (b) The amendment so adopted; (c) The date of the adoption of the amendment by the shareholders; (d) The number of shares entitled to vote thereon, and if the shares of any class or series are entitled to vote thereon as a class, the designation and number of shares entitled to vote thereon of each such class or series; (e) The number of shares voted for and against such amendment, respectively, and if the shares of any class or series are entitled to vote thereon as a class, the number of shares of each such class and series voted for and against such amendment, respectively; (f) If such amendment is intended to provide for an exchange, reclassification or cancellation of issued shares, a statement of the manner in which the same shall be effected; and (g) If, pursuant to subsection 14A:9-4(5), the amendment is to become effective at a time subsequent to the time of filing, the date when the amendment is to become effective. (4) (Deleted by amendment, P.L. 1988, c. 94.) (5) Each certificate of amendment of the certificate of incorporation shall be filed in the office of the Secretary of State and the amendment shall become effective upon the date of filing or at such later time, not to exceed 90 days from the date of filing, as may be set forth in the certificate. L.1968, c.350; amended 1973,c.366,s.48; 1988,c.94,s.54.
N.J. Stat. § 14A:4-4 — NJ Code / Title 14A / Chapter 4 / Section 4-4
Resignation of registered agent
Status: in_force

14A:4-4. Resignation of registered agent. (1) The registered agent of a domestic corporation or a foreign corporation authorized to transact business in this State may resign by complying with the provisions of this section. (2) The registered agent shall serve a notice of resignation by certified mail, return receipt requested, upon the president, or any vice president, or the secretary or treasurer of the corporation at the address last known to the agent, and shall make an affidavit of such service. The notice shall also advise the recipient of the requirements of subsection 14A:4-3(1). If such service cannot be made, the affidavit shall so state, and shall state briefly why such service cannot be made. The affidavit, together with a copy of the notice of resignation, shall be filed in the office of the Secretary of State. (3) Such resignation shall become effective upon the expiration of 30 days after the filing in the office of the Secretary of State of the affidavit under this section or upon the designation by the corporation of a new registered agent pursuant to this act, whichever is earlier. If the corporation fails to designate a new registered agent within said 30-day period, the corporation shall thereafter be deemed to have no registered agent or registered office in this State. (4) (Deleted by amendment, P.L.1997, c.139.) L.1968, c.350; amended 1988, c.94, s.15; 1997, c.139, s.2.
N.J. Stat. § 14A:12-13.1 — NJ Code / Title 14A / Chapter 12 / Section 12-13.1
Creditors barred from suing shareholders of certain dissolved corporations.
Status: in_force

1. (1) A creditor as defined in subsection (3) of N.J.S.14A:12-12 or subsection (b) of N.J.S.14A:14-1, and all those claiming through or under the creditor, shall be forever barred from suing a shareholder on any claim, or otherwise realizing upon or enforcing any claim against a shareholder, unless that claim was filed against the shareholder, pursuant to N.J.S.14A:12-13 or N.J.S.14A:14-15, or otherwise, within five years after the corporation was dissolved. (2) This section shall not: (a) apply to claims against shareholders which are in litigation on the effective date of this section; (b) operate to extend any otherwise applicable statute of limitations; or (c) affect any rights of creditors under the "Uniform Voidable Transactions Act," R.S.25:2-20 et seq. L.2001, c.231, s.1; amended 2021, c.92, s.20.
N.J. Stat. § 14A:9-6 — NJ Code / Title 14A / Chapter 9 / Section 9-6
Abandonment of amendment or restated certificate
Status: in_force

Prior to the effective date of an amendment of the certificate of incorporation or of a restated certificate for which shareholder approval is required under the provisions of this act, such amendment or such restated certificate may be abandoned pursuant to provisions therefor, if any, set forth in the resolution of the shareholders approving such amendment or such restated certificate or in any resolution subsequently adopted by the shareholders. If a certificate of amendment or a restated certificate 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 state that the amendment or the restated certificate has been abandoned in accordance with the provisions therefor set forth in the resolution of the shareholders. L.1968, c.350; amended by L.1973, c. 366, s. 50, eff. May 1, 1974.
N.J. Stat. § 14A:12-19 — NJ Code / Title 14A / Chapter 12 / Section 12-19
Dissolution upon liquidation
Status: in_force

No corporation shall be completely liquidated and all of its assets distributed to its shareholders unless provision is made for the dissolution of the corporation and the payment of all fees, taxes, and other expenses incidental thereto. L.1973, c. 366, s. 73, eff. May 1, 1974.
N.J. Stat. § 14A:14-18 — NJ Code / Title 14A / Chapter 14 / Section 14-18
Review of receiver's actions
Status: in_force

Any person aggrieved by the proceedings or determination of the receiver in the discharge of his duties shall be entitled to a review of the receiver's action in a summary manner in the Superior Court.
L.1968, c.350.
N.J. Stat. § 14A:6-14 — NJ Code / Title 14A / Chapter 6 / Section 6-14
Liability of directors; reliance on records and reports
Status: in_force

Liability of directors; reliance on records and reports. (1) Directors and members of any committee designated by the board shall discharge their duties in good faith and with that degree of diligence, care and skill which ordinarily prudent people would exercise under similar circumstances in like positions. (2) In discharging their duties, directors and members of any committee designated by the board shall not be liable if, acting in good faith, they rely (a) Upon the opinion of counsel for the corporation; (b) Upon written reports setting forth financial data concerning the corporation and prepared by an independent public accountant or certified public accountant or firm of such accountants; (c) Upon financial statements, books of account or reports of the corporation represented to them to be correct by the president, the officer of the corporation having charge of its books of account, or the person presiding at a meeting of the board; or (d) Upon written reports of committees of the board. (3) A director shall not be personally liable to the corporation or its shareholders for damages for breach of duty as a director if and to the extent that such liability has been eliminated or limited by a provision in the certificate of incorporation authorized by subsection (3) of N.J.S. 14A:2-7. (4) In taking action, including, without limitation, action which may involve or relate to a change or potential change in the control of the corporation, a director shall be entitled to consider, without limitation, both the long-term and the short-term interests of the corporation and its shareholders. For the purpose of this subsection, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the corporation, whether through the ownership of voting shares, by contract or otherwise. L.1968, c.350; amended 1987,c.35,s.3; 1988,c.94,s.33; 1989,c.17,s.3.
N.J. Stat. § 14:2-2 — NJ Code / Title 14 / Chapter 2 / Section 2-2
Additional corporate purposes
Status: in_force

There may be incorporated under this Title corporations for the purpose of (1) Constructing, maintaining and operating railroads or street railways, or (2) Constructing, maintaining and operating works, systems, conduits, conductors, lines, equipment, and facilities for the carrying on of one or more of the activities separately described in any one of subsections a through g following: a. Generation, transmission and distribution of electric current for heat, light and power, or b. Manufacturing, processing, transmission, distribution and supply of gas for heat, light and power, and other purposes, or c. Furnishing means of disposal of sewage, or d. Production, transmission, distribution and supplying of steam heat and power or steam power, or e. Generation, transmission and distribution of water power or of electrical power generated by water power, or f. Supplying of telegraph or telephone service or telegraph and telephone service, or g. Transmission, distribution and supplying of water, and (3) Furnishing such service or the sale of such product for profit to the public within or outside of this State. Each corporation heretofore incorporated and organized under any of the provisions of Title 48 of the Revised Statutes, or of any other statutes therein revised, shall hereafter be governed by the provisions of Title 14 of the Revised Statutes to the same extent that it would have been governed thereby if it had been incorporated thereunder and it shall be subject to the restrictions and conditions in said title contained but shall have, in addition to the powers and privileges conferred by said Title 14 of the Revised Statutes, a. All the powers conferred upon it by the provisions of the statute under which it was incorporated and organized, and b. The power to issue its capital stock without nominal or par value and to change its existing capital stock to stock without nominal or par value as may be provided for in its charter or certificate of incorporation or any amendment thereof in the manner prescribed by the statute hereby supplemented subject, however, to such control by the Public Utility Commission as is provided by law. L.1937, c. 188. Amended by L.1962, c. 198, s. 197.
N.J. Stat. § 14A:14-9 — NJ Code / Title 14A / Chapter 14 / Section 14-9
Payment or delivery to corporation
Status: in_force

(1) After the commencement of a receivership action, but before the appointment of a receiver, a debtor of the corporation may make payment to the corporation of his debt, and a person holding property of the corporation may deliver it to the corporation, and such payment and such delivery shall have the same effect as if the receivership action were not pending. (2) If such payment or such delivery is made after the appointment of a receiver by a person acting in good faith and without knowledge of the appointment, such payment and such delivery shall have the same effect as if a receiver had not been appointed.
L.1968, c.350.
N.J. Stat. § 14A:6-13 — NJ Code / Title 14A / Chapter 6 / Section 6-13
Liability of directors; presumption of assent to action taken at a meeting
Status: in_force

A director of a corporation who is present at a meeting of its board, or any committee thereof of which he is a member, at which action on any corporate matter referred to in section 14A:6-12 is taken shall be presumed to have concurred in the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before or promptly after the adjournment thereof. Such right to dissent shall not apply to a director who voted in favor of such action. A director who is absent from a meeting of the board, or any committee thereof of which he is a member, at which any such action is taken shall be presumed to have concurred in the action unless he shall file his dissent with the secretary of the corporation within a reasonable time after learning of such action. L.1968, c.350; amended by L.1973, c. 366, s. 28, eff. May 1, 1974.
N.J. Stat. § 14A:10-4.1 — NJ Code / Title 14A / Chapter 10 / Section 10-4.1
Certificate of merger or consolidation.
Status: in_force

14A:10-4.1. Certificate of merger or consolidation. (1) After approval of the plan of merger or consolidation, a certificate of merger or a certificate of consolidation shall be executed on behalf of each corporation. The certificate shall set forth (a) The name of the surviving or new corporation or new other business entity and the names of the merging or consolidating corporations or other business entities; (b) The plan of merger or the plan of consolidation; (c) The date or dates of approval by the shareholders of each corporation of the plan of merger or the plan of consolidation; (d) As to each corporation whose shareholders are entitled to vote, the number of shares entitled to vote thereon, and, if the shares of any class or series are entitled to vote thereon as a class, the designation and number of shares entitled to vote thereon of each class or series; (e) As to each corporation whose shareholders are entitled to vote, the number of shares voted for and against the plan, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each class or series voted for and against the plan, respectively; (f) In the case of a merger governed by subsection 14A:10-3 (4), that the plan of merger was approved by the board of directors of the surviving corporation and that no vote of the shareholders of the surviving corporation was required because of the applicability of that subsection; (g) If, pursuant to subsection 14A:10-4.1(2), 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; and (h) In the case of a merger governed by subsection (6) of N.J.S.14A:10-3, that the plan of merger was approved by the board of directors of the surviving corporation, that no vote of the shareholders of the surviving corporation was required because of the applicability of that subsection, and that the conditions of paragraphs (a) through (h) of that subsection have been satisfied. (2) The executed original and a copy of the certificate shall be filed in the office of the Secretary of State and the merger or consolidation shall become effective upon the date of the filing or at a later time, not to exceed 90 days after 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. (3) Following the filing of a certificate of merger or consolidation with the Secretary of State but prior to the time when the merger or consolidation becomes effective, and upon the amendment of the plan of merger or consolidation in accordance with subsection (10) of N.J.S.14A:10-3, a certificate of amendment of merger or consolidation shall be filed in the office of the Secretary of State amending the plan of merger or consolidation. The certificate of amendment shall state that the plan of merger or consolidation has been amended and shall contain the amended plan of merger or consolidation. (added) 1988, c.94, s.58; amended 1995, c.279, s.14; 2001, c.193, s.2; 2017, c.355, s.2.
N.J. Stat. § 14A:12-14 — NJ Code / Title 14A / Chapter 12 / Section 12-14
Disposition of rejected claims
Status: in_force

If the corporation, or the receiver of a corporation appointed pursuant to this chapter, rejects in whole or in part any claim filed by a creditor, as defined in subsection 14A:12-12(3), the corporation or the receiver, as the case may be, shall mail notice of such rejection to the creditor. If the creditor does not bring suit upon such claim within 60 days from the time such notice was mailed to him, the creditor and all those claiming through or under him shall, except as otherwise provided in this chapter, be forever barred from suing on such claim or otherwise realizing upon or enforcing it. Proof of the mailing required by this section shall be made by an affidavit filed in the office of the Secretary of State.
L.1968, c.350.
N.J. Stat. § 14A:5-15 — NJ Code / Title 14A / Chapter 5 / Section 5-15
Shares held by fiduciaries
Status: in_force

Shares held by any person in any representative or fiduciary capacity may be voted by him without a transfer of such shares into his name. Where shares are held jointly by any number of fiduciaries, and the instrument or order appointing such fiduciaries does not otherwise direct, such shares shall be voted as the majority of such fiduciaries shall determine. If the fiduciaries are equally divided as to how the shares shall be voted, any court having jurisdiction may, in an action brought by any of such fiduciaries or by any beneficiary, appoint an additional person to act with such fiduciaries in such matter, and the stock shall be voted by the majority of such fiduciaries and such additional person. The court may proceed in the action in a summary manner or otherwise.
L.1968, c.350.
N.J. Stat. § 14A:18-8 — NJ Code / Title 14A / Chapter 18 / Section 18-8
Actions of officers.
Status: in_force

8. a. Each officer of a benefit corporation shall consider the interests and factors described in subsection a. of section 6 of this act when: (1) The officer has discretion to act with respect to a matter; and (2) It reasonably appears to the officer that the matter may have a material effect on: (a) the creation of general or specific public benefits by the benefit corporation; or (b) any of the interests or factors referred to in subsection a. of section 6 of this act. b. The consideration of interests and factors in the manner described in subsection c. of section 6 of this act. c. An officer is not personally liable for monetary damages for failure of the benefit corporation to create general or specific public benefit. L.2011, c.30, s.8.
N.J. Stat. § 14A:5-5 — NJ Code / Title 14A / Chapter 5 / Section 5-5
Waiver of notice or of lapse of time
Status: in_force

(1) Notice of a meeting need not be given to any shareholder who signs a waiver of such notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him. (2) Whenever shareholders are authorized to take any action after the lapse of a prescribed period of time, the action may be taken without such lapse if such requirement is waived in writing, in person or by proxy, before or after the taking of such action, by every shareholder entitled to vote thereon as at the date of the taking of such action.
L.1968, c.350.
N.J. Stat. § 14A:16-1 — NJ Code / Title 14A / Chapter 16 / Section 16-1
Construction
Status: in_force

(1) The provisions of this act not inconsistent with those of prior laws shall be construed as a continuation of such laws. (2) This act shall be deemed to be a part of the general and permanent statutes of this State. The abbreviation "N.J.S. 14A" shall constitute a reference to this act, and sections of this act may be cited by section number only, preceded by such abbreviation. (3) No repeal contained herein shall affect any right now vested in any person pursuant to the provisions of any law so repealed, nor, except as otherwise provided herein, shall it affect any remedy in an action or proceeding heretofore instituted and pending on the effective date of this act. "Action or proceeding" as used in this section shall not be limited to judicial actions or proceedings. (4) The repeal of Title 14 of the Revised Statutes, as amended and supplemented, shall not of itself be deemed to revive any common law right or remedy abolished by any provision of said Title. (5) The classification and arrangement of the sections of this act have been made for purposes of convenience, reference and orderly arrangement, and no implication or presumption of a legislative construction shall be drawn therefrom. (6) In the construction of this act, no outline or analysis of the contents hereof or of any chapter or other part hereof, no cross-reference or cross-reference note and no headnote or source note to any section shall be deemed to be a part hereof. (7) If any chapter, section or provision of this act shall be declared to be unconstitutional, invalid or inoperative in whole or in part, by a court of competent jurisdiction, such chapter, section or provision shall, to the extent that it is not declared unconstitutional, invalid or inoperative, be enforced and effectuated, and no such determination shall be deemed to invalidate or make ineffectual the remaining provisions of this act. (8) The provisions of chapter 1 of Title 1 of the Revised Statutes shall be applicable to this act. (9) Any reference to a section or sections of Title 14 of the Revised Statutes, as amended and supplemented, in any other statute which became effective prior to the effective date of this act and which remains in effect, shall be given effect on and after the effective date of this act, as though the reference therein were made to the section or sections of this act which contain the statutory material formerly included in said section or sections of Title 14, as amended and supplemented. Where the statutory material formerly included in Title 14 as amended and supplemented, is not included in this act, references thereto in any other statute which so became effective and remains in effect, shall cease to be operative and shall be deemed to be superseded. L.1968, c.350; amended by L.1969, c. 102, s. 16.