N.J. Stat. § 14A:10A-3 — NJ Code / Title 14A / Chapter 10A / Section 10A-3
Definitions.
Status: in_force

3. As used in this act: a. "Affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person. b. "Announcement date," when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for that business combination. c. "Associate," when used to indicate a relationship with any person, means (1) any corporation or organization of which that person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of voting stock, (2) any trust or other estate in which that person has a substantial beneficial interest or as to which that person serves as trustee or in a similar fiduciary capacity, or (3) any relative or spouse of that person, or any relative of that spouse, who has the same home as that person. d. "Beneficial owner," when used with respect to any stock, means a person: (1) that, individually or with or through any of its affiliates or associates, beneficially owns that stock, directly or indirectly; (2) that, individually or with or through any of its affiliates or associates, has (a) the right to acquire that stock (whether that right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding (whether or not in writing), or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the beneficial owner of stock tendered pursuant to a tender or exchange offer made by that person or any of that person's affiliates or associates until that tendered stock is accepted for purchase or exchange; or (b) the right to vote that stock pursuant to any agreement, arrangement or understanding (whether or not in writing); provided, however, that a person shall not be deemed the beneficial owner of any stock under this subparagraph if the agreement, arrangement or understanding to vote that stock (i) arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable rules and regulations under the Exchange Act, and (ii) is not then reportable on a Schedule 13D under the Exchange Act (or any comparable or successor report); or (3) that has any agreement, arrangement or understanding (whether or not in writing), for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in subparagraph (b) of paragraph (2) of this subsection), or disposing of that stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, that stock. e. "Business combination," when used in reference to any resident domestic corporation and any interested stockholder of that resident domestic corporation, means: (1) any merger or consolidation of that resident domestic corporation or any subsidiary of that resident domestic corporation with (a) that interested stockholder or (b) any other corporation (whether or not it is an interested stockholder of that resident domestic corporation) which is, or after a merger or consolidation would be, an affiliate or associate of that interested stockholder; (2) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with that interested stockholder or any affiliate or associate of that interested stockholder of assets of that resident domestic corporation or any subsidiary of that resident domestic corporation (a) having an aggregate market value equal to 10% or more of the aggregate market value of all the assets, determined on a consolidated basis, of that resident domestic corporation, (b) having an aggregate market value equal to 10% or more of the aggregate market value of all the outstanding stock of that resident domestic corporation, or (c) representing 10% or more of the earning power or income, determined on a consolidated basis, of that resident domestic corporation; (3) the issuance or transfer by that resident domestic corporation or any subsidiary of that resident domestic corporation (in one transaction or a series of transactions) of any stock of that resident domestic corporation or any subsidiary of that resident domestic corporation which has an aggregate market value equal to 5% or more of the aggregate market value of all the outstanding stock of that resident domestic corporation to that interested stockholder or any affiliate or associate of that interested stockholder, except pursuant to the exercise of warrants or rights to purchase stock offered, or a dividend or distribution paid or made, pro rata to all stockholders of that resident domestic corporation; (4) the adoption of any plan or proposal for the liquidation or dissolution of that resident domestic corporation proposed by, on behalf of or pursuant to any agreement, arrangement or understanding (whether or not in writing) with that interested stockholder or any affiliate or associate of that interested stockholder; (5) any reclassification of securities (including, without limitation, any stock split, stock dividend, or other distribution of stock in respect of stock, or any reverse stock split), or recapitalization of that resident domestic corporation, or any merger or consolidation of that resident domestic corporation with any subsidiary of that resident domestic corporation, or any other transaction (whether or not with, or into, or otherwise involving that interested stockholder), proposed by, on behalf of or pursuant to any agreement, arrangement or understanding (whether or not in writing) with that interested stockholder or any affiliate or associate of that interested stockholder, which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of stock or securities convertible into voting stock of that resident domestic corporation or any subsidiary of that resident domestic corporation which is directly or indirectly owned by that interested stockholder or any affiliate or associate of that interested stockholder, except as a result of immaterial changes due to fractional share adjustments; or (6) any receipt by that interested stockholder or any affiliate or associate of that interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of that resident domestic corporation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by or through that corporation; provided, however, that the term "business combination" shall not be deemed to include the receipt of any of the foregoing benefits by that resident domestic corporation or any of that corporation's affiliates arising from transactions (such as intercompany loans or tax sharing arrangements) between that resident domestic corporation and its affiliates in the ordinary course of business. f. "Common stock" means any stock other than preferred stock. g. "Consummation date," with respect to any business combination, means the date of consummation of that business combination. h. "Control," including the terms "controlling," "controlled by" and "under common control with," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person's beneficial ownership of 10% or more of the voting power of a corporation's outstanding voting stock shall create a presumption that that person has control of that corporation. Notwithstanding the foregoing in this subsection, a person shall not be deemed to have control of a corporation if that person holds voting power, in good faith and not for the purpose of circumventing this section, as an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as a group have control of that corporation. i. "Exchange Act" means the "Securities Exchange Act of 1934," 48 Stat. 881 (15 U.S.C. s. 78a et seq.) as the same has been or hereafter may be amended from time to time. j. "Interested stockholder," when used in reference to any resident domestic corporation, means any person (other than that resident domestic corporation or any subsidiary of that resident domestic corporation) that: (1) is the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting stock of that resident domestic corporation; or (2) is an affiliate or associate of that resident domestic corporation and at any time within the five-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding stock of that resident domestic corporation. For the purpose of determining whether a person is an interested stockholder pursuant to this subsection, the number of shares of voting stock of that resident domestic corporation deemed to be outstanding shall include shares deemed to be beneficially owned by the person through application of subsection d. of this section but shall not include any other unissued shares of voting stock of that resident domestic corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. k. "Market value," when used in reference to property of any resident domestic corporation, means: (1) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of that stock on the composite tape for New York Stock Exchange-listed stocks, or, if that stock is not quoted on that composite tape or if that stock is not listed on that exchange, on the principal United States securities exchange registered under the Exchange Act on which that stock is listed, or, if that stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of that stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System, or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of that resident domestic stock as determined by the board of directors of that corporation in good faith; and (2) in the case of property other than cash or stock, the fair market value of that property on the date in question as determined by the board of directors of that resident domestic corporation in good faith. l. "Preferred stock" means any class or series of stock of a resident domestic corporation which under the bylaws or certificate of incorporation of that resident domestic corporation is entitled to receive payment of dividends prior to any payment of dividends on some other class or series of stock, or is entitled in the event of any voluntary liquidation, dissolution or winding up of the resident domestic corporation to receive payment or distribution of a preferential amount before any payments or distributions are received by some other class or series of stock. m. "Resident domestic corporation" means an issuer of voting stock which is organized under the laws of this State, provided, however, that an issuer which did not have its principal executive offices located in this State and did not have significant business operations in this State on the date of enactment of P.L.2013, c.40, may elect not to be a resident domestic corporation and not be governed by P.L.1986, c.74 (C.14A:10A-1 et seq.), by its board of directors adopting an amendment to its bylaws to that effect within 90 days of the date of enactment of P.L.2013, c.40, and which amendment shall not be further amended by the board of directors. n. "Stock" means: (1) any stock or similar security, any certificate of interest, any participation in any profit sharing agreement, any voting trust certificate, or any certificate of deposit for stock; and (2) any security convertible, with or without consideration, into stock, or any warrant, call or other option or privilege of buying stock without being bound to do so, or any other security carrying any right to acquire, subscribe to or purchase stock. o. "Stock acquisition date," with respect to any person and any resident domestic corporation, means the date that person first becomes an interested stockholder of that resident domestic corporation. p. "Subsidiary" of any resident domestic corporation means any other corporation of which voting stock having a majority of the votes entitled to be cast is owned, directly or indirectly, by that resident domestic corporation. q. "Voting stock" means shares of capital stock of a corporation entitled to vote generally in the election of directors. L.1986, c.74, s.3; amended 1987, c.380, s.1; 1989, c.106, s.2; 2013, c.40, s.1.
N.J. Stat. § 14A:18-2 — NJ Code / Title 14A / Chapter 18 / Section 18-2
Formation of benefit corporation.
Status: in_force

2. A benefit corporation shall be formed in accordance with chapter 2 of Title 14A of the New Jersey Statutes, except that its certificate of incorporation shall also state that it is a benefit corporation. L.2011, c.30, s.2.
N.J. Stat. § 14A:9-3 — NJ Code / Title 14A / Chapter 9 / Section 9-3
Class voting on amendments
Status: in_force

(1) Except as otherwise provided in subsection 14A:9-3(4), and notwithstanding any provision in the certificate of incorporation, the holders of the outstanding shares of a class or series shall be entitled to vote as a class upon a proposed amendment, if the amendment would (a) exclude or limit their right to vote on any matter, except as such right may be limited by voting rights given to new shares then being authorized of any existing or new class or series; (b) limit or deny their existing preemptive rights; (c) cancel or otherwise adversely affect dividends which have accrued but have not been declared on the shares held by them; or (d) create, or authorize the board to create, a new class or series having, or convertible into shares having, rights or preferences prior or superior to those of the shares held by them, or increase such rights or preferences of any class or series. (2) Except as otherwise provided in subsection 14A:9-3(4), and notwithstanding any provision in the certificate of incorporation, the holders of the outstanding shares of a class or series whose rights or preferences would be subordinated or otherwise adversely affected by a proposed amendment shall be entitled to vote as a class thereon, if the amendment would (a) decrease the par value of their shares; (b) effect a conversion, exchange or reclassification of their shares; (c) effect a conversion or exchange, or create a right of conversion or exchange, of any shares of another class or series into shares of their class or series; (d) change the designation, preferences, limitations or relative rights of their shares; (e) change their shares into a different number of shares, or into the same number of shares of another class or series; or (f) divide the shares of their class into series or determine the designation of any series in their class or determine any preferences, limitations or relative rights of any series in their class, or authorize the board to make any such division or to make or change any such determination. (3) If any proposed amendment referred to in subsections 14A:9-3(1) and 14A:9-3(2) would subordinate or otherwise adversely affect the rights or preferences of the holders of shares of one or more series of any class, but not of the entire class, then only the holders of such series shall be entitled by this section to vote as a class upon such proposed amendment. (4) This section shall not apply to amendments which may be made by board action without shareholder approval, as set forth in subsection 14A:9-2(2).
L.1968, c.350.
N.J. Stat. § 14A:10-9 — NJ Code / Title 14A / Chapter 10 / Section 10-9
Acquisition of all the shares, or a class or series of shares, of a corporation
Status: in_force

(1) Subject to the limitations imposed by any other statute of this State, any domestic corporation may, in the manner provided by this section, acquire, in exchange for its shares, all the shares, or all the shares of any class or series, of any other corporation organized under any statute of this State. (2) Such acquiring corporation shall submit by first-class mail to all holders of the shares to be acquired a written offer which shall (a) specify the shares to which such offer relates; (b) prescribe the terms and conditions of such offer, including the method of acceptance thereof and the manner of exchanging such shares; (c) contain a statement summarizing the rights of such shareholders as provided in paragraph 14A:10-9(3)(b). Any such offer may provide for the payment of cash in lieu of the issuance of fractional shares of the acquiring corporation. (3) If, within 120 days after the date of such mailing, the offer is accepted by the holders of not less than 90% of the shares of each class and series to which the offer relates, other than shares already held at the date of mailing by, or by a nominee for, the acquiring corporation or any subsidiary thereof, the acquiring corporation shall, within 60 days after such acceptance: (a) execute and file a certificate in the office of the Secretary of State setting forth such acceptance; and (b) give written notice of such acceptance, by registered or certified mail, return receipt requested, to each holder of such shares to which the offer relates, who has not accepted the offer. Such notice shall include, or be accompanied by, a statement (i) that such shareholders may elect either to accept the offer or to dissent therefrom and be paid the fair value of their shares provided that they file with the acquiring corporation, not later than 20 days after the mailing of such written notice, a written demand for the fair value of their shares as required by subsection 14A:11-2(5), and otherwise comply with the procedures set forth in Chapter 11 of this act; (ii) outlining briefly, with particular reference to the time periods within which actions must be taken, the procedures set forth in Chapter 11 of this act with which they must comply; and (iii) that if such shareholders do not make written demand for the payment of the fair value of their shares within said 20-day period, they shall be deemed to have accepted the offer. (4) Upon the filing of such certificate in the office of the Secretary of State as required by paragraph 14A:10-9(3)(a) (a) the acquiring corporation shall cause to be issued to the holders of shares who have accepted or who are deemed to have accepted such offer pursuant to the provisions of paragraph 14A:10-9(3)(b) certificates for shares of the acquiring corporation to which they respectively are entitled; (b) all shares in exchange for which shares of the acquiring corporation are so issued shall become the property of the acquiring corporation, irrespective of whether the certificates for such shares have been surrendered for exchange, and the acquiring corporation shall be entitled to have new certificates registered in its name as the holder thereof; and (c) the acquiring corporation, or a corporate fiduciary designated by it, shall hold in trust, for delivery to the persons entitled thereto, certificates for its shares registered in the names of any holders, other than shares of dissenting shareholders, who have not surrendered their shares for exchange in accordance with the offer, and shall hold in trust, for payment to the persons entitled thereto, any cash payable in lieu of fractional shares. (5) This section shall not be construed to prevent a corporation from making an offer to purchase the shares of another corporation conditioned upon the acceptance of holders of less than 90% of the shares to which such offer relates. Such an offer may be joined as an alternate offer with an offer made pursuant to this section; but in no case shall the acquiring corporation have the right to avail itself of the provisions of this section unless the holders of the percentage of shares to which the offer relates required by subsection 14A:10-9(3) shall accept the offer within the time period required by subsection 14A:10-9(3). (6) Whenever a corporation whose capital stock is acquired pursuant to this section is a stock insurance company organized under any law of this State (hereinafter called the insurance subsidiary), (a) the acquiring corporation shall furnish to the Commissioner of Banking and Insurance such information as he may, from time to time, reasonably request in respect to the honesty and trustworthiness of its directors and officers, and (b) upon a finding by the Commissioner of Banking and Insurance that the acquiring corporation has failed or refused to take such steps as may be necessary to remove from office any of the directors or officers referred to in paragraph 14A:10-9(6)(a) hereof whom the commissioner, after hearing upon notice to such acquiring corporation and such officer or director, has found to be a dishonest or untrustworthy person, the commissioner may forthwith take possession of the property and business of the insurance subsidiary as provided in chapter 30 of Title 17 of the Revised Statutes, and (c) upon a finding by the Commissioner of Banking and Insurance that access to specified books and records of the acquiring corporation which relate to the condition and affairs of the insurance subsidiary is necessary to the discharge of his regulatory duties with respect to such subsidiary under Title 17 of the Revised Statutes, the commissioner may have access to the books and records which he has so specified and the acquiring corporation shall answer any inquiry by him which is pertinent thereto. L.1968, c.350; amended by L.1973, c. 366, s. 57, eff. May 1, 1974.
N.J. Stat. § 14A:17-15 — NJ Code / Title 14A / Chapter 17 / Section 17-15
Applicable law; consolidation, merger; report, contents
Status: in_force

15. Applicable law; consolidation, merger; report, contents. The Business Corporation Act of New Jersey shall be applicable to a professional corporation and to a foreign professional legal corporation except to the extent that any of the provisions of this act are interpreted to be in conflict with the provisions of the Business Corporation Act of New Jersey, and in such event the provisions and sections of this act shall take precedence with respect to a professional corporation and a foreign professional legal corporation. Except for a domestic professional legal corporation, a professional corporation organized under this act may consolidate or merge only with another professional corporation organized under this act and empowered to render the same professional service. A merger or consolidation with any foreign corporation is prohibited. A domestic professional legal corporation may consolidate or merge either with another domestic professional legal corporation or with a foreign professional legal corporation provided that the registration requirements of this act and the Rules of the Supreme Court are complied with. A professional corporation shall annually furnish a report to the office of the Secretary of State on a date designated by the Secretary of State showing the names and post-office addresses of all its shareholders, directors and officers, which shall certify that, with the exception permitted in section 6, all such persons are duly licensed or otherwise legally authorized to render the same professional service in this State. A foreign professional legal corporation shall annually furnish a report to the office of the Secretary of State on a date designated by the Secretary of State showing the names and post-office addresses of all its shareholders, directors and officers, and shall certify that the foreign professional legal corporation is authorized to render legal services of the type provided by attorneys-at-law in its state of incorporation and further certify that the shareholders and employees providing such services in this State are attorneys-at-law licensed and eligible to practice in this State. This report shall be made on forms prescribed and furnished by the Secretary of State, but shall contain no information except that expressly called for by this section. It shall be signed by the president or vice-president and the secretary or an assistant secretary of the corporation, and acknowledged by the persons signing the report before a notary public or other officer duly authorized to administer oaths, shall be filed in the office of the Secretary of State, and shall be in lieu of the regular annual report of corporations otherwise required by the Business Corporation Act of New Jersey. L.1969,c.232,s.15; amended 1982,c.97,s.2.; 1995,c.375,s.7.
N.J. Stat. § 14A:1-8.1 — NJ Code / Title 14A / Chapter 1 / Section 1-8.1
Provision of certain notices by electronic transmission.
Status: in_force

2. (1) Any notice required or permitted pursuant to the provisions of N.J.S.14A:1-1 et seq., or by a certificate of incorporation or by-laws or any resolution of directors or shareholders, may be provided by electronic transmission as follows: (a) Any notice to shareholders given by the corporation pursuant to any provision of N.J.S.14A:1-1 et seq., or by a certificate of incorporation or by-laws or any resolution of directors or shareholders, shall be effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given. (i) Any consent given pursuant to paragraph (a) of this subsection shall be revocable by the shareholder by written notice, and not electronic transmission, to the corporation. (ii) Any consent given pursuant to paragraph (a) of this subsection shall be deemed revoked if: (A) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with the shareholder's consent; and (B) that inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice following the second missed delivery; provided, however, the inadvertent failure to treat that inability as a revocation shall not invalidate any meeting or other action. (b) Any notice to shareholders given by the corporation pursuant to any provision of N.J.S.14A:1-1 et seq., or by a certificate of incorporation or by-laws or any resolution of directors or shareholders, shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the shareholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the shareholder of that specific posting, upon the later of (A) that posting; or (B) the giving of the separate notice; or (iv) if by any other form of electronic transmission, when directed to the shareholder. (c) An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence that the notice has been given. (d) For purposes of this section, "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, an electronic network pursuant to N.J.S.14A:5-28, that creates a record that may be retained, retrieved and reviewed by a recipient, and that may be directly reproduced in paper form by that recipient through an automated process. (2) This section shall not apply to notices required or permitted pursuant to N.J.S.14A:6-5, N.J.S.14A:7-3, N.J.S.14A:12-10, N.J.S.14A:12-12 or N.J.S.14A:14-15. L.2009, c.176, s.2; amended 2021, c.238, s.2.
N.J. Stat. § 14A:8-3.1 — NJ Code / Title 14A / Chapter 8 / Section 8-3.1
Continuation of trust; law against perpetuities inapplicable
Status: in_force

The period for which any trust may be created and maintained may be as longˆas may be desirable for the complete administration of any plan as originally adopted or thereafter amended, and no trust or trust fund shall be subject to orˆheld to be in violation of any principle of law, against perpetuities or restraints on alienation or perpetual accumulations of trusts. (added) 1988,c.94,s.51.
N.J. Stat. § 14A:17-9 — NJ Code / Title 14A / Chapter 17 / Section 17-9
Limitations on corporate business activity
Status: in_force

9. Limitations on corporate business activity. No professional corporation shall engage in any business other than the rendering of the professional services for which it was specifically incorporated; and no foreign professional legal corporation shall engage in any business in this State other than the rendering of legal services of the type provided by attorneys-at-law; provided, that nothing in this act or in any other provisions of existing law applicable to corporations shall be interpreted to prohibit such corporation from investing its funds in real estate, mortgages, stocks, bonds or any other type of investments, or from owning real or personal property necessary for, or appropriate or desirable in, the fulfillment or rendering of its professional services. L.1969,c.232,s.9; amended 1995,c.375,s.5.
N.J. Stat. § 14A:13-11 — NJ Code / Title 14A / Chapter 13 / Section 13-11
Transacting business without certificate of authority
Status: in_force

(1) No foreign corporation transacting business in this State without a certificate of authority shall maintain any action or proceeding in any court of this State, until such corporation shall have obtained a certificate of authority. This prohibition shall apply to (a) any successor in interest of such foreign corporation, except any receiver, trustee in bankruptcy or other representative of creditors of such corporation; and (b) any assignee of the foreign corporation, except an assignee for value who accepts an assignment without knowledge that the foreign corporation should have but has not obtained a certificate of authority in this State. (2) The failure of a foreign corporation to obtain a certificate of authority to transact business in this State shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action or proceeding in any court of this State. (3) In addition to any other liabilities imposed by law, a foreign corporation which transacts business in this State without a certificate of authority shall forfeit to the State a penalty of not less than $200.00, nor more than $1,000.00 for each calendar year, not more than 5 years prior thereto, in which it shall have transacted business in this State without a certificate of authority. Such penalty shall be recovered with costs in an action prosecuted by the Attorney General. The court may proceed in such action in a summary manner or otherwise.
L.1968, c.350.
N.J. Stat. § 14A:18-10 — NJ Code / Title 14A / Chapter 18 / Section 18-10
Enforcement of duties of directors and officers.
Status: in_force

10. a. The duties of directors and officers under this act, and the general and any specific public benefit purpose of a benefit corporation, may be enforced only in a benefit enforcement proceeding. No person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to the duties of directors and officers under this act and the general and any specific public benefit purpose of the benefit corporation except in a benefit enforcement proceeding. b. A benefit enforcement proceeding may be commenced or maintained only: (1) Directly by the benefit corporation; or (2) Derivatively by: (a) a shareholder; (b) a director; (c) a person or group of persons that owns beneficially or of record 10% or more of the equity interests in an entity of which the benefit corporation is a subsidiary; or (d) such other persons as may be specified in the certificate of incorporation or by-laws of the benefit corporation. L.2011, c.30, s.10.
N.J. Stat. § 14A:5-2 — NJ Code / Title 14A / Chapter 5 / Section 5-2
Annual meeting of shareholders
Status: in_force

An annual meeting of the shareholders shall be held at such time as may be provided in the by-laws, or as may be fixed by the board pursuant to authority granted in the by-laws, and, in the absence of such a provision, at noon on the first Tuesday of April. Failure to hold the annual meeting at the designated time, or to elect a sufficient number of directors at such meeting or any adjournment thereof, shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation. If the annual meeting for election of directors is not held on the date designated therefor, the directors shall cause the meeting to be held as soon thereafter as convenient. If there is a failure to hold an annual meeting for a period of 30 days after the date designated therefor, or if no date has been designated for a period of 13 months after the organization of the corporation or after its last annual meeting, the Superior Court may, upon the application of any shareholder, summarily order the meeting or the election, or both, to be held at such time and place, upon such notice and for the transaction of such business as may be designated in such order. At any meeting ordered to be called pursuant to this section, the shareholders present in person or by proxy and having voting powers shall constitute a quorum for the transaction of the business designated in such order. L.1968, c.350; amended by L.1969, c. 102, s. 4.
N.J. Stat. § 14A:12-9 — NJ Code / Title 14A / Chapter 12 / Section 12-9
Effect of dissolution
Status: in_force

(1) Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall carry on no business except for the purpose of winding up its affairs by (a) collecting its assets; (b) conveying for cash or upon deferred payments, with or without security, such of its assets as are not to be distributed in kind to its shareholders; (c) paying, satisfying and discharging its debts and other liabilities; and (d) doing all other acts required to liquidate its business and affairs. (2) Subject to the provisions of subsection 14A:12-9(1), and except as otherwise provided by court order, the corporation, its officers, directors and shareholders shall continue to function in the same manner as if dissolution had not occurred. In particular, and without limiting the generality of the foregoing, (a) the directors of the corporation shall not be deemed to be trustees of its assets and shall be held to no greater standard of conduct than that prescribed by section 14A:6-14; (b) title to the corporation's assets shall remain in the corporation until transferred by it in the corporate name; (c) the dissolution shall not change quorum or voting requirements for the board or shareholders, nor shall it alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, directors or officers, or provisions regarding amendment or repeal of by-laws or adoption of new by-laws; (d) shares may be transferred until the record date of the final liquidating distribution or dividend to shareholders; (e) the corporation may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred; (f) no action brought against any corporation prior to its dissolution shall abate by reason of such dissolution. (3) The right of the corporation to sell its assets and the right of a shareholder to dissent from such sale shall be governed by Chapters 10 and 11 in the same manner as if dissolution had not occurred. (4) A dissolved corporation may condition the payment to its shareholders (a) of any partial liquidating distribution or dividend on the surrender to it of the share certificates on which the distribution or dividend is to be paid for endorsement to reflect such payment; or (b) of the final liquidating distribution or dividend on the surrender to it for cancellation of the share certificates on which the distribution or dividend is to be paid. L.1968, c.350; amended by L.1973, c. 366, s. 69, eff. May 1, 1974.
N.J. Stat. § 14:8-18 — NJ Code / Title 14 / Chapter 8 / Section 8-18
Mutual association; creation of capital stock
Status: in_force

The members of any incorporated mutual association may provide for and create a capital stock of such corporation, upon the consent in writing of all the members of the corporation, and may provide for the payment of such stock, and fix and prescribe the rights and privileges of the stockholders therein. L.1937, c. 188.
N.J. Stat. § 14A:14-17 — NJ Code / Title 14A / Chapter 14 / Section 14-17
Claims; jury trial
Status: in_force

A creditor who presents his claim to a receiver pursuant to this chapter and whose claim is disallowed in whole or in part by the receiver shall, on demand in writing, be entitled to trial by jury on any issue triable of right by jury.
L.1968, c.350.
N.J. Stat. § 14A:12-8 — NJ Code / Title 14A / Chapter 12 / Section 12-8
Effective time of dissolution
Status: in_force

14A:12-8. Effective time of dissolution. A corporation is dissolved (a) when the period of duration stated in the corporation's certificate of incorporation expires and the corporation files a certificate of dissolution in the office of the Secretary of State pursuant to section 14A:12-5.1; or (b) upon the proclamation of the Secretary of State issued pursuant to section 54:11-2 of the Revised Statutes; or (c) when a certificate of dissolution is filed in the office of the Secretary of State pursuant to section 14A:12-2, 14A:12-3, 14A:12-4 or 14A:12-5, except when a later time not to exceed 90 days after the date of filing is specified in the certificate of dissolution; or (d) when a judgment of forfeiture of corporate franchises or of dissolution is entered by a court of competent jurisdiction. L.1968, c.350; amended 1973,c.366,s.68; 1995,c.279,s.20.
N.J. Stat. § 14A:12-4.1 — NJ Code / Title 14A / Chapter 12 / Section 12-4.1
Dissolution of corporations without assets
Status: in_force

(1) A corporation which has ceased doing business and does not intend to recommence doing business may be dissolved by action of its board and shareholders or, as set forth in this section, by a corporate officer, if the corporation (a) Has no assets; (b) Has ceased doing business and does not intend to recommence doing business; and (c) Has not made any distributions of cash or property to its shareholdersˆwithin the last 24 months and does not intend to make any distribution followingˆits dissolution. (2) The dissolution of a corporation may be authorized by the shareholdersˆwithout a meeting as provided in section 14A:12-3, by action of the board and the shareholders as provided in section 14A:12-4 or by action of a corporate officer as provided below. The dissolution may be authorized by a corporate officer if the officer has given 30 days' prior written notice of his intention to dissolve the corporation by mail or personal service to all known directors and shareholders at their last known address and no director or shareholder has objected to the proposed dissolution. The dissolution shall be effected by filing with the Secretary of State a certificate of dissolution executed on behalf of the corporation by all of the shareholders or any officer of the corporation setting forth the following: (a) The name of the corporation; (b) The name and address of the shareholders executing the certificate, orˆthe name, address and title of the officer executing the certificate; (c) That the corporation has no assets, has ceased doing business and doesˆnot intend to recommence doing business, and has not made any distributions of cash or property to its shareholders within the last 24 months and does not intend to make any distribution following its dissolution; (d) That (i) the shareholders have authorized the dissolution by signing the certificate of dissolution in person or by proxy, or (ii) the board and the shareholders have authorized the dissolution as provided in section 14A:12-4, orˆ(iii) 30 days' prior written notice of the dissolution has been mailed to or personally served upon all known directors and shareholders at their last known addresses and no one of them has objected to the dissolution; and (e) That the shareholders executing the certificate believe, or the officer executing the certificate believes, that all of the statements in the certificate are true under penalty of perjury. (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) or any other provisions of law, (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 the Secretary of State 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. (added) 1988,c.94,s.68.
N.J. Stat. § 14A:6-3 — NJ Code / Title 14A / Chapter 6 / Section 6-3
Term of directors; resignation.
Status: in_force

14A:6-3. Term of directors; resignation. (1) The directors named in the certificate of incorporation shall hold office until the first annual meeting of shareholders, and until their successors shall have been elected and qualified. At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in case of the classification of directors pursuant to subsection (1) of N.J.S.14A:6-4 and in the case of directors whose terms expire as provided for in subsection (2) of N.J.S.14A:6-4. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. (2) A director may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation of that notice, or at such subsequent time as shall be specified in the notice of resignation, or upon the occurrence of a certain event or events specified in the notice of resignation. Any resignation which is contingent upon a director failing to receive a specified vote for re-election shall provide that the resignation is irrevocable. Amended 1988, c.94, s.25; 2009, c.9.
N.J. Stat. § 14A:18-6 — NJ Code / Title 14A / Chapter 18 / Section 18-6
Consideration of effects of action.
Status: in_force

6. a. The board of directors, committees of the board and individual directors of a benefit corporation, in considering the best interests of the benefit corporation shall consider the effects of any action upon: (1) the shareholders of the benefit corporation; (2) the employees and workforce of the benefit corporation and its subsidiaries and suppliers; (3) the interests of customers as beneficiaries of the general or specific public benefit purposes of the benefit corporation; (4) community and societal considerations, including those of any community in which offices or facilities of the benefit corporation or its subsidiaries or suppliers are located; (5) the local and global environment; and (6) the short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; b. The board of directors, committees of the board and individual directors of a benefit corporation, in considering the best interests of the benefit corporation may consider: (1) matters listed in subsection (2) of N.J.S.14A:6-1; and (2) any other pertinent factors or the interests of any other group that they deem appropriate; and c. The board of directors, committees of the board and individual directors of a benefit corporation shall not be required to give priority to the interests of any particular person or group referred to in subsection a. or subsection b. of this section over the interests of any other person or group unless the benefit corporation has stated its intention to give priority to interests related to a specific public benefit purpose identified in its certificate of incorporation. d. A director is not personally liable for monetary damages for failure of the benefit corporation to create general or specific public benefits. L.2011, c.30, s.6.
N.J. Stat. § 14A:11-10 — NJ Code / Title 14A / Chapter 11 / Section 11-10
Costs and expenses of action
Status: in_force

The costs and expenses of bringing an action pursuant to section 14A:11-8 shall be determined by the court and shall be apportioned and assessed as the court may find equitable upon the parties or any of them. Such expenses shall include reasonable compensation for and reasonable expenses of the appraiser, if any, but shall exclude the fees and expenses of counsel for and experts employed by any party; but if the court finds that the offer of payment made by the corporation under section 14A:11-6 was not made in good faith, or if no such offer was made, the court in its discretion may award to any dissenting shareholder who is a party to the action reasonable fees and expenses of his counsel and of any experts employed by the dissenting shareholder.
L.1968, c.350.
N.J. Stat. § 14A:11-1 — NJ Code / Title 14A / Chapter 11 / Section 11-1
Right of shareholder to dissent.
Status: in_force

14A:11-1. Right of shareholder to dissent. (1) Any shareholder of a domestic corporation shall have the right to dissent from any of the following corporate actions (a) Any plan of merger or consolidation to which the corporation is a party, provided that, unless the certificate of incorporation otherwise provides (i) a shareholder shall not have the right to dissent from any plan of merger or consolidation with respect to shares (A) of a class or series which is listed on a national securities exchange or is held of record by not less than 1,000 holders on the record date fixed to determine the shareholders entitled to vote upon the plan of merger or consolidation; or (B) for which, pursuant to the plan of merger or consolidation, he will receive (x) cash, (y) shares, obligations or other securities which, upon consummation of the merger or consolidation, will either be listed on a national securities exchange or held of record by not less than 1,000 holders, or (z) cash and such securities; (ii) a shareholder of a surviving corporation shall not have the right to dissent from a plan of merger, if the merger did not require for its approval the vote of such shareholders as provided in section 14A:10-5.1 or in subsection 14A:10-3(4), 14A:10-7(2) or 14A:10-7(4); (iii) a shareholder of a corporation shall not have the right to dissent from a plan of merger, if the merger did not require, for its approval, the vote of the shareholders as provided in subsection (6) of N.J.S.14A:10-3; or (b) Any sale, lease, exchange or other disposition of all or substantially all of the assets of a corporation not in the usual or regular course of business as conducted by such corporation, other than a transfer pursuant to subsection (4) of N.J.S.14A:10-11, provided that, unless the certificate of incorporation otherwise provides, the shareholder shall not have the right to dissent (i) with respect to shares of a class or series which, at the record date fixed to determine the shareholders entitled to vote upon such transaction, is listed on a national securities exchange or is held of record by not less than 1,000 holders; or (ii) from a transaction pursuant to a plan of dissolution of the corporation which provides for distribution of substantially all of its net assets to shareholders in accordance with their respective interests within one year after the date of such transaction, where such transaction is wholly for (A) cash; or (B) shares, obligations or other securities which, upon consummation of the plan of dissolution will either be listed on a national securities exchange or held of record by not less than 1,000 holders; or (C) cash and such securities; or (iii) from a sale pursuant to an order of a court having jurisdiction. (2) Any shareholder of a domestic corporation shall have the right to dissent with respect to any shares owned by him which are to be acquired pursuant to section 14A:10-9. (3) A shareholder may not dissent as to less than all of the shares owned beneficially by him and with respect to which a right of dissent exists. A nominee or fiduciary may not dissent on behalf of any beneficial owner as to less than all of the shares of such owner with respect to which the right of dissent exists. (4) A corporation may provide in its certificate of incorporation that holders of all its shares, or of a particular class or series thereof, shall have the right to dissent from specified corporate actions in addition to those enumerated in subsection 14A:11-1(1), in which case the exercise of such right of dissent shall be governed by the provisions of this Chapter. (5) A shareholder entitled to dissent from a corporate action as enumerated in subsection 14A:11-1(1) or as specified pursuant to a corporation's certificate of incorporation shall not have the right to challenge a corporate action from which a shareholder has a right to dissent, regardless of whether the shareholder actually exercised the right to dissent as to that action, except that a shareholder may challenge a corporate action that was: (a) not effectuated in accordance with the applicable provisions of this Chapter or the corporation's certificate of incorporation; or (b) procured as a result of fraud, material misrepresentation, or other deceptive means. amended 1973, c.366, s.60; 1988, c.94, s.64; 1995, c.279, s.21; 2001, c.193, s.3; 2013, c.41, s.3.
N.J. Stat. § 14A:13-9 — NJ Code / Title 14A / Chapter 13 / Section 13-9
Termination of existence of foreign corporation
Status: in_force

(1) When a foreign corporation authorized to transact business in this State is dissolved, or its authority or existence is otherwise terminated or cancelled in the jurisdiction of its incorporation, or it is merged into or consolidated with another corporation, there shall be filed in the office of the Secretary of State (a) a certificate of the official of the jurisdiction of incorporation of such foreign corporation who has custody of the records pertaining to corporations, attesting to the occurrence of any such event; or (b) a certified copy of an order or decree of a court of competent jurisdiction directing the dissolution of such foreign corporation, the termination of its existence, or the cancellation of its authority; together with a statement executed on behalf of the corporation of the post-office address within or without this State to which the Secretary of State may mail a copy of any process against the corporation that may be served on him. (2) Upon the filing of the certificate, order or decree and the statement of the post-office address, the Secretary of State shall issue a certificate of withdrawal with like effect as provided in subsection 14A:13-8(2). (3) The post-office address specified in subsection 14A:13-9(1) may be changed from time to time in the same manner as is provided in subsection 14A:13-8(3).
L.1968, c.350.
N.J. Stat. § 14A:15-2 — NJ Code / Title 14A / Chapter 15 / Section 15-2
Filing fees of the State Treasurer.
Status: in_force

14A:15-2. On filing any certificate or other papers relative to corporations in the Department of the Treasury, there shall be paid to the State Treasurer, filing fees as follows: (1) Certificate of incorporation and amendments thereto: (a) for filing the original certificate of incorporation...... $125.00 (b) for filing a certificate of amendment of the certificate of incorporation, including any number of amendments...... $75.00 (c) for filing a certificate of abandonment of one or more amendments of the certificate of incorporation...... $75.00 (d) for filing a certificate of merger or a certificate of consolidation...... $75.00 (e) for filing a certificate of abandonment of a merger or consolidation...... $75.00 (2) Restated certificate of incorporation: for filing a restated certificate of incorporation, including any amendments of the certificate of incorporation concurrently adopted...... $75.00 (3) Dissolution of corporation: (a) for filing a certificate of dissolution...... $75.00 (b) for filing a certificate of revocation of dissolution proceedings...... $75.00 (4) Admission and withdrawal of foreign corporation: (a) for filing an application for a certificate of authority to transact business in this State and issuing a certificate of authority...... $125.00 (b) for filing an application for an amended certificate of authority to transact business in this State and issuing an amended certificate of authority...... $75.00 (c) for filing an application for withdrawal from this State and issuing a certificate of withdrawal...... $75.00 (d) for filing a certificate of change of post-office address to which process may be mailed by the State Treasurer...... $25.00 (e) for filing a certificate, order or decree with respect to the dissolution of a foreign corporation, the termination of its existence, or the cancellation of its authority, and issuing a certificate of withdrawal...... $75.00 (5) Registered office and registered agent: (a) for filing a certificate of change of address of registered office, or change of registered agent, or both...... $25.00 (b) (i) for filing a certificate of change of address of registered agent, where such certificate effects a change in the address of the registered office of one to 499 corporations or of 500 or more corporations in cases where the filing information is not transmitted to the State Treasurer in a machine readable format agreeable to the Division of Revenue and Enterprise Services, for each corporation named in the certificate...... $25.00 (ii) for filing a certificate of change of address of registered agent, where such certificate effects a change in the address of the registered office of 500 or more corporations in cases where the filing information is transmitted to the State Treasurer in a machine readable format agreeable to the Division of Revenue and Enterprise Services...... $5,000.00 (iii) In addition to the fee imposed pursuant to subparagraph (ii) of this paragraph, the State Treasurer may assess an additional fee not to exceed those administrative costs associated with the technical transmission of the filing information. (c) for filing an affidavit of resignation of a registered agent...... $25.00 (6) Annual report: for each such report required to be filed...... $75.00 (7) Tax clearance certificate from the Director of the Division of Taxation: for each such certificate required to be filed...... $20.00 (8) for filing a certificate of conversion……………………75.00 amended 1971, c.253, s.4; 1977, c.34, s.2; 1982, c.52, s.5; 1987, c.435, s.9; 1991, c.247; 1994, c.60, s.2; 2002, c.34, s.20; 2019, c.149, s.3; 2023, c.38, s.4.
N.J. Stat. § 14A:17-3 — NJ Code / Title 14A / Chapter 17 / Section 17-3
Terms defined.
Status: in_force

3. Terms defined. As used in this act, the following words shall have the meanings indicated: (1) "Professional service" shall mean any type of personal service to the public which requires as a condition precedent to the rendering of such service the obtaining of a license or other legal authorization and which prior to the passage of this act and by reason of law could not be performed by a corporation. By way of example and without limiting the generality thereof, the personal services which come within the provisions of this act are the personal services rendered by certified public accountants, architects, optometrists, ophthalmic dispensers and technicians, professional engineers, land surveyors, land planners, chiropractors, physical therapists, registered professional nurses, psychologists, dentists, osteopaths, physicians and surgeons, doctors of medicine, doctors of dentistry, podiatrists, veterinarians and, subject to the Rules of the Supreme Court, attorneys-at-law; (2) "Professional corporation" means a corporation which is organized under this act for the sole and specific purpose of rendering the same or closely allied professional service as its shareholders, each of whom must be licensed or otherwise legally authorized within this State to render such professional service; (3) "Closely allied professional service" means and is limited to the practice of (a) architecture, professional engineering, land surveying and land planning and (b) any branch of medicine and surgery, optometry, opticianry, physical therapy, registered professional nursing, psychology, and dentistry; (4) "Domestic professional legal corporation" means a professional corporation incorporated under P.L.1969, c.232 (C.14A:17-1 et seq.) for the sole purpose of rendering legal services of the type provided by attorneys-at-law; (5) "Foreign professional legal corporation" means a corporation incorporated under the laws of another state for the purpose of rendering legal services of the type provided by attorneys-at-law. L.1969, c.232, s.3; amended 1981, c.425, s.1; 1986, c.131; 1991, c.105, s.1; 1995, c.375, s.1; 2005, c.27; 2005, c.259, s.22 2014, c.79.
N.J. Stat. § 14A:10-6 — NJ Code / Title 14A / Chapter 10 / Section 10-6
Effect of merger or consolidation
Status: in_force

When a merger or consolidation has become effective: (a) The parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation. (b) The separate existence of all parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease. (c) Such surviving or new corporation shall, to the extent consistent with its certificate of incorporation as amended or established by the merger or consolidation, possess all the rights, privileges, powers, immunities, purposes and franchises, both public and private, of each of the merging or consolidating corporations. (d) All real property and personal property, tangible and intangible, of every kind and description, belonging to each of the corporations so merged or consolidated shall be vested in the surviving or new corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation. (e) The surviving or new corporation shall be liable for all the obligations and liabilities of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be enforced as if such merger or consolidation had not taken place. Neither the rights of creditors nor any liens upon, or security interests in, the property of any of such corporations shall be impaired by such merger or consolidation. (f) In the case of a merger, the certificate of incorporation of the surviving corporation shall, without further act or deed, be amended to the extent, if any, stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the certificate of consolidation and which are required or permitted to be set forth in the certificate of incorporation of corporations organized under this act shall be the certificate of incorporation of the new corporation.
L.1968, c.350.
N.J. Stat. § 14A:2-5 — NJ Code / Title 14A / Chapter 2 / Section 2-5
Renewal of registered name
Status: in_force

A corporation which has a registration of its corporate name in effect may renew such registration from year to year by annually filing in the office of the Secretary of State an application for renewal setting forth the facts required to be set forth in an original application for registration, together with a certificate of good standing as required for the original registration. A renewal application may be filed between the first day of October and the thirty-first day of December in each year, and shall extend the registration for the following calendar year.
L.1968, c.350.
N.J. Stat. § 14A:6-11 — NJ Code / Title 14A / Chapter 6 / Section 6-11
Loans to directors, officers or employees
Status: in_force

A corporation may lend money to, or guarantee any obligation of, or otherwise assist, any director, officer or employee of the corporation or of any subsidiary, whenever, in the judgment of the directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be made with or without interest, and may be unsecured, or secured in such manner as the board shall approve, including, without limitation, a pledge of shares of the corporation, and may be made upon such other terms and conditions as the board may determine. L.1968, c.350; amended 1973,c.366,s.26; 1988,c.94,s.32.
N.J. Stat. § 14A:2-10 — NJ Code / Title 14A / Chapter 2 / Section 2-10
By-laws and other powers in emergency
Status: in_force

(1) The board of a corporation may adopt emergency by-laws, subject to repeal or change by action of the shareholders, which shall, notwithstanding any different provision elsewhere in this act or in the certificate of incorporation or by-laws, be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster. The emergency by-laws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that (a) a meeting of the board may be called by any officer or director in such manner and under such conditions as shall be prescribed in the emergency by-laws; (b) the director or directors in attendance at the meeting, or any greater number fixed by the emergency by-laws, shall constitute a quorum; and (c) the officers or other persons designated in a list approved by the board before the emergency, all in such order of priority and subject to such conditions and for such period of time, not longer than reasonably necessary after the termination of the emergency, as may be provided in the emergency by-laws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board, be deemed directors for such meeting. (2) Before or during any such emergency, the board may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties. (3) Before or during any such emergency, the board may change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do, said change to be effective during the emergency. (4) To the extent not inconsistent with any emergency by-laws so adopted, the by-laws of the corporation shall remain in effect during any such emergency and upon its termination the emergency by-laws shall cease to be operative. (5) Unless otherwise provided in emergency by-laws, notice of any meeting of the board during any such emergency need be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication, or other means of mass communication. (6) To the extent required to constitute a quorum at any meeting of the board during any such emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency by-laws, be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting. (7) No officer, director or employee acting in accordance with any emergency by-laws shall be liable except for willful misconduct. No officer, director or employee shall be liable for any action taken by him in good faith in such an emergency in furtherance of the ordinary business affairs of the corporation even though not authorized by the by-laws then in effect.
L.1968, c.350.
N.J. Stat. § 14A:18-3 — NJ Code / Title 14A / Chapter 18 / Section 18-3
Certain corporations may become benefit corporations.
Status: in_force

3. a. A corporation organized under the provisions of the "New Jersey Business Corporation Act," N.J.S.14A:1-1 et seq., may become a benefit corporation under this act by amending its certificate of incorporation so that it contains a statement that the corporation is a benefit corporation. The amendment shall not be effective unless it is adopted by at least the minimum status vote. b. If a corporation that is not a benefit corporation is a party to a merger or consolidation or is the exchanging corporation in a share exchange, and the surviving or new corporation in the merger, consolidation, or share exchange is to be a benefit corporation, then the plan of merger, consolidation, or share exchange shall not be effective unless it is adopted by the corporation by at least the minimum status vote. L.2011, c.30, s.3.
N.J. Stat. § 14A:18-4 — NJ Code / Title 14A / Chapter 18 / Section 18-4
Termination of status as benefit corporation.
Status: in_force

4. a. A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this act by amending its certificate of incorporation to delete the provision required by section 2 or subsection a. of section 3 of this act. The amendment shall not be effective unless it is adopted by at least the minimum status vote. b. If a plan of merger, consolidation or exchange would have the effect of terminating the status of a corporation as a benefit corporation, the plan shall not be effective unless it is adopted by at least the minimum status vote. L.2011, c.30, s.4.
N.J. Stat. § 14A:10-13 — NJ Code / Title 14A / Chapter 10 / Section 10-13
Share exchange
Status: in_force

(1) A domestic or foreign corporation may acquire all of the outstanding shares, or all of the outstanding shares of one or more classes or series, of a domestic corporation if the board of each corporation adopts and the shareholders of the acquired corporation approve a plan of exchange. (2) The plan of exchange shall set forth: (a) The name of the acquired corporation, and the name of the acquiring corporation; (b) All classes and series of shares of the acquired corporation which are proposed to be acquired by exchange; (c) The terms and conditions of the proposed exchange; (d) The manner and basis of exchanging the shares of the acquired corporation for shares, obligations or other securities of the acquiring corporation or any other corporation or for cash or other property or for any combination of securities, cash or property; and (e) Other provisions considered necessary or desirable with respect to the exchange. (3) The board of the acquired corporation upon approving the plan of exchange shall submit it to a vote at a meeting of its shareholders. If the plan of exchange provides for the acquisition of all of the outstanding shares of the acquired corporation, the shareholders of the acquired corporation shall be entitled to all the voting rights they would have if the exchange were a merger. If less than all of the classes or series of shares of the acquired corporation are to be acquired, only the holders of shares of those classes or series of shares of the acquired corporation which are proposed to be acquired shall be entitled to vote at the meeting. Written notice shall be given not less than 20 and not more than 60 days before the meeting to each shareholder of record, whether or not entitled to vote at the meeting, in the manner provided in this act for the giving of notices of meetings of shareholders. The notice shall include or be accompanied by: (a) A copy or summary of the plan of exchange; and (b) A statement informing shareholders who, under Chapter 11 of this act, are entitled to dissent, that they have the right to dissent and to be paid the fair value of their shares and outlining briefly, with particular reference to the time periods within which actions shall be taken, the procedures set forth in Chapter 11 of this act with which they shall comply in order to assert and enforce that right. (4) The plan of exchange shall be approved upon receiving the affirmative vote of a majority of the votes cast by the holders of shares which are entitled to vote on the plan of exchange. In the case of a corporation organized prior to January 1, 1969, the plan of exchange shall be approved upon receiving the affirmative vote of two-thirds of the votes so cast unless the corporation has adopted the majority voting requirements prescribed in this subsection or in subsection 14A:10-3(3) 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. (5) After approval of the plan of exchange, a certificate of exchange shall be executed on behalf of each corporation which shall set forth: (a) The name of the acquired corporation and the name of the acquiring corporation; (b) The plan of exchange; (c) The dates of the approval of the plan of exchange by the boards of directors of each corporation; (d) The date of the approval of shareholders of the acquired corporation and, if necessary, the acquiring corporation; (e) As to the acquired 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 said class or series; 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) That the plan of exchange was approved by the boards of directors of each corporation; and (g) If the exchange is to be effective at a time subsequent to the date of filing with the Secretary of State, the date when the exchange is to be effective, which date may be no more than 90 days after the filing of the certificate. (6) The certificate of exchange shall be filed in the office of the Secretary of State and the exchange 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. (7) Upon the effective date of the exchange, the terms of the plan of exchange shall automatically become effective. Without limiting the foregoing, upon the effective date all of the outstanding shares of the acquired corporation, which the plan of exchange provides shall be acquired, automatically shall become the property of the acquiring corporation; share certificates which formerly evidenced the acquired shares shall only evidence the right of the holder thereof to receive the consideration provided for in the plan. The acquiring corporation may condition the payment of the consideration provided for in the plan upon the surrender of the share certificate evidencing the acquired shares. (8) Any shareholder of an acquired corporation whose shares are acquired pursuant to the plan of exchange shall have all of the rights of a dissenting shareholder under Chapter 11 of this act to the extent the shareholder would have those rights if the plan of exchange were treated as a merger under paragraph 14A:11-1(1)(a). (added) 1988,c.94,s.63.
N.J. Stat. § 14A:11A-2 — NJ Code / Title 14A / Chapter 11A / Section 11A-2
Definitions; domestic corporation, conversion, other entity, certificate, approved plan, written notice.
Status: in_force

3. (1) As used in this section: "Filing office" means the Division of Revenue and Enterprise Services in the Department of the Treasury, or other State office as designated by law. "Other entity" means a partnership, limited liability company, statutory trust, business trust or association, real estate investment trust, common-law trust, national association, or any other unincorporated business, not including a sole proprietorship, whether organized under the laws of this State or under the laws of any other state or territory of the United States or the District of Columbia, the United States or any foreign country or other foreign jurisdiction, or a foreign corporation. (2) A domestic corporation may, upon the authorization of conversion in accordance with this section, convert to any other entity. (3) The board of directors of the corporation which desires to convert under this section shall adopt a resolution approving a plan of conversion, specifying the type of other entity into which the corporation shall be converted and shall direct that the conversion be submitted to a vote at a meeting of shareholders. Written notice shall be given not less than 20 nor more than 60 days before that meeting to each shareholder of record, whether or not entitled to vote at that meeting, in the manner provided in the "New Jersey Business Corporation Act" for the giving of notice of meetings of shareholders. At each meeting, a vote of the shareholders shall be taken on the proposed plan of conversion. The conversion shall be approved upon receiving the affirmative vote of the holders of all shares of outstanding stock, whether voting or nonvoting. The conversion shall also be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business and in accordance with applicable law, as appropriate. (4) A domestic corporation that converts to any other entity that will be domiciled in this State shall file with the filing office a certificate of conversion that states: (a) the name of the corporation, and if it wishes to change its name, the proposed new name; (b) the future effective date or time, which shall be a date or time certain, of the conversion if it is not to be effective upon the filing of the certificate of conversion, which is not to exceed 90 days after the date of filing; and (c) that the conversion was adopted pursuant to the provisions of subsection (3) of this section. (5) If a corporation shall convert in accordance with this section to any other entity organized, formed or created under the laws of a jurisdiction other than the State of New Jersey, the corporation shall file with the filing office a certificate of conversion executed in accordance with N.J.S.14A:1-6, which certifies: (a) the name of the corporation, and if it has been changed, the name under which it was originally incorporated; (b) the date of filing of its original certificate of incorporation with the filing office; (c) the name and jurisdiction of the other entity to which the corporation shall be converted; (d) that the conversion has been approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business and in accordance with applicable law, as appropriate; and (e) the future effective date or time, which shall be a date or time certain, of the conversion if it is not to be effective upon the filing of the certificate of conversion, which is not to exceed 90 days after the date of filing. (f) If the other entity is to transact business in this State, it shall comply with the provisions of this act with respect to foreign entities, and, whether or not it is to transact business in this State, the certificate of conversion required by this section shall, in addition to other required information, set forth: (i) an agreement by that other entity that it may be served with process in this State in any proceeding for the enforcement of any obligation of the converting corporation; and (ii) an irrevocable appointment by that other entity of the filing office of this State as its agent to accept service of process in any proceeding for the enforcement of any obligation of the converting corporation, and the post office address, within or without this State, to which the filing office shall mail a copy of the process in that proceeding. (g) In the event of service upon the filing office in accordance with paragraph (f) of subsection (5) of this section, the filing office shall forthwith notify the corporation that has converted out of the State of New Jersey by letter, directed to the corporation that has converted out of the State of New Jersey at the address so specified, unless that corporation shall have designated in writing to the filing office a different address for that purpose, in which case it shall be mailed to the last address designated. The letter shall be sent by a mail or courier service, and the filing office shall maintain a record of the mailing or deposit with the courier. The letter shall enclose a copy of the process and any other papers served on the filing office pursuant to this subsection. It shall be the duty of the plaintiff to serve process and any other papers in duplicate, to notify the filing office that service is being effected pursuant to this subsection and to pay the filing office the sum of $75.00 for the use of the State, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The filing office shall maintain an alphabetical record of any service, setting forth the name of the plaintiff and the defendant, the title, docket number and nature of the proceeding in which process has been served, the fact that service has been effected pursuant to this subsection, the return date thereof, and the day and hour service was made. The filing office shall not be required to retain the information longer than five years from receipt of the service of process. (6) Upon the filing in the filing office of a certificate of conversion to a non-New Jersey entity in accordance with subsection (5) of this section or upon the future effective date or time of the certification of conversion to a non-New Jersey entity and payment to the filing office of all fees prescribed under this title, the filing office shall certify that the corporation has filed all documents and paid all fees required by this title, and thereupon the corporation shall cease to exist as a domestic corporation at the time the certificate of conversion becomes effective in accordance with N.J.S.14A:1-6. The certificate of the filing office shall be prima facie evidence of the conversion by such corporation out of the State of New Jersey. (7) The conversion of a corporation out of the State of New Jersey in accordance with this section and the resulting cessation of its existence as a domestic corporation pursuant to a certificate of conversion to a non-New Jersey entity shall not be deemed to affect any obligations or liabilities of the corporation incurred prior to conversion or the personal liability of any person incurred prior to conversion, nor shall it be deemed to affect the choice of law applicable to the corporation with respect to matters arising prior to conversion. (8) Unless otherwise provided in the plan of conversion adopted in accordance with this section, the converting corporation shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not constitute a dissolution of the corporation. (9) In connection with a conversion of a domestic corporation to an other entity pursuant to this section, shares of stock of the domestic corporation which is to be converted may be exchanged for or converted into cash, property rights or securities of, or interest in, the other entity to which the domestic corporation is being converted or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, shares of stock, rights or securities of, or interest in, another domestic corporation or other entity or may be cancelled. (10) When a corporation has been converted to the other entity pursuant to this section, the other entity shall, for all purposes of the laws of the State of New Jersey, be deemed to be the same entity as the corporation. When any conversion shall have become effective under this section, for all purposes of the laws of the State of New Jersey, all of the rights, privileges and powers of the corporation that has converted and all property, real, personal and mixed, and all debts due to that corporation, as well as all other things and causes of action belonging to that corporation, shall remain vested in the other entity to which that corporation has converted and shall be the property of that other entity, and the title to any real property vested by deed or otherwise in that corporation shall not revert or be in any way impaired by reason of this act; but all rights of creditors and all liens upon any property of that corporation shall be preserved unimpaired, and all debts, liabilities and duties of the corporation that has converted shall remain attached to the other entity to which that corporation has converted and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as that other entity. The rights, privileges, powers and interest in property of the corporation that has converted, as well as the debts, liabilities and duties of that corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity to which that corporation has converted for any purpose of the laws of the State of New Jersey. (11) No vote of shareholders of a corporation shall be necessary to authorize a conversion if no shares of the stock of that corporation shall have been issued prior to the adoption by the board of directors of the resolution approving the conversion. L.2023, c.38, s.3.
N.J. Stat. § 14A:5-10 — NJ Code / Title 14A / Chapter 5 / Section 5-10
Voting of shares
Status: in_force

Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, unless otherwise provided in the certificate of incorporation.
L.1968, c.350.
N.J. Stat. § 14A:1-4 — NJ Code / Title 14A / Chapter 1 / Section 1-4
Reincorporation under this act by certain corporations organized under special acts
Status: in_force

Any corporation which has been organized by special act of the Legislature for any of the purposes permitted by this act, and to which this act does not apply pursuant to section 14A:1-3, may come under and be subject to the provisions of this act, and continue in existence and operation as if organized hereunder, by amending its certificate of incorporation pursuant to the provisions of this act and filing a certificate of such amendment in the office of the Secretary of State, together with a certificate waiving any right of exemption from taxation and from privileges and advantages arising under such special act of incorporation. Thereupon, such corporation shall be deemed to be incorporated under this act and to be free from the liabilities and provisions of the act or acts under which it was formerly incorporated. Nothing in this section shall be held to affect such transactions, liabilities or debts of any such corporations, occurring before the filing of such certificate.
L.1968, c.350.
N.J. Stat. § 14A:17-8 — NJ Code / Title 14A / Chapter 17 / Section 17-8
Professional relationship; personal liability; corporate liability
Status: in_force

8. Professional relationship; personal liability; corporate liability. Nothing contained in this act shall be interpreted to abolish, repeal, modify, restrict or limit the law now in effect in this State applicable to the professional relationship and the contract, tort and other legal liabilities between the person furnishing the professional services and the person receiving such professional service and to the standards for professional conduct, including the confidential relationship between the person rendering the professional services and the person receiving such professional service, if any; and all confidential relationships previously enjoyed under the laws of this State or hereafter enacted shall remain inviolate. Any officer, shareholder, agent or employee of a professional corporation or a foreign professional legal corporation shall remain personally and fully liable and accountable for any negligent or wrongful acts or misconduct committed by him, or by any person under his direct supervision and control, while rendering professional service on behalf of the corporation in this State to the person for whom such professional service was being rendered; provided, that the personal liability of shareholders of a professional corporation, in their capacity as shareholders of such corporation, shall be no greater in any aspect than that of a shareholder-employee of a corporation organized under the provisions of the Business Corporation Act of New Jersey, exclusive of this act. The professional corporation shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its officers, shareholders, agents or employees while they are engaged on behalf of the corporation in the rendering of professional service. The assets of a professional corporation shall not be liable to attachment for the individual debts of its shareholders. Notwithstanding the foregoing, the relationship of an individual to a professional corporation or a foreign professional legal corporation with which such individual is or may be associated, whether as shareholder, director, officer, employee or agent, shall in no way modify, extend or diminish the jurisdiction over such individual, of and by whatever State, agency, office or authority which licensed or otherwise legally authorized him to render service in a particular field of endeavor in this State. L.1969,c.232,s.8; amended 1995,c.375,s.4.
N.J. Stat. § 14A:3-3 — NJ Code / Title 14A / Chapter 3 / Section 3-3
Guaranty not in furtherance of business interest
Status: in_force

(1) A corporation may give a guaranty not in furtherance of its direct or indirect business interests only when authorized at a meeting of shareholders by the affirmative vote of all of the votes cast by the holders of each class and series of shares entitled to vote thereon. If authorized by such a vote, the guaranty may be secured by a mortgage of or a security interest in all or any part of the corporate property, or any interest therein, wherever situated. (2) Nothing in subsection 14A:3-3(1) shall be deemed to diminish the rights, if any, of the corporation's creditors. L.1968, c.350; amended 1973,c.366,s.7; 1988,c.94,s.11.
N.J. Stat. § 14A:14-15 — NJ Code / Title 14A / Chapter 14 / Section 14-15
Notice to creditors
Status: in_force

(1) The receiver shall, within 30 days following the date of his appointment, give notice requiring all creditors to present their claims in writing. Such notice shall be published twice, once in each of two 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, under oath, to the receiver 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. By order of the Superior Court, the time for giving such notice to creditors and the time within which creditors shall be required to file proofs of claim may be extended or limited, or the giving of such notice to creditors may be entirely excused. (2) Any creditor who does not file his claim as provided in the notice given pursuant to subsection 14A:14-15(1), and all those claiming through or under him, shall be forever barred from suing on such claim or otherwise realizing upon or enforcing it except, in the case of a creditor who shows good cause for not having previously filed his claim, to such extent as the Superior Court may allow (a) against the corporation to the extent of any undistributed assets; or (b) if the undistributed assets are not sufficient to satisfy such a claim, against a shareholder to the extent of his ratable part of such claim, out of the assets of the corporation distributed to him in liquidation or dissolution. (3) On or before the date of the first publication of the notice as provided in subsection (1) of this section, the receiver 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. (4) Proof of the publication and mailing required by this section shall be made by an affidavit filed in the office of the Clerk of the Superior Court. L.1968, c.350; amended by L.1973, c. 366, s. 74, eff. May 1, 1974.
N.J. Stat. § 14A:18-5 — NJ Code / Title 14A / Chapter 18 / Section 18-5
Purpose of benefit corporation.
Status: in_force

5. a. Every benefit corporation shall have the purpose of creating a general public benefit. This purpose is in addition to, and may be a limitation on, its purpose under its certificate of incorporation and any specific purpose set forth in its certificate of incorporation. b. The certificate of incorporation of a benefit corporation may identify one or more specific public benefits that is the purpose of the benefit corporation to create in addition to its purposes under its certificate of incorporation and subsection a. of this section. The identification of a specific public benefit under this subsection does not limit the obligation of a benefit corporation to create general public benefit. c. The creation of general and specific public benefits, as provided in subsections a. and b. of this section, shall be in the best interests of the benefit corporation. d. A benefit corporation may amend its certificate of incorporation to add, amend or delete a specific public benefit that is the purpose of the benefit corporation to create. The amendment shall not be effective unless it is adopted by at least the minimum status vote. L.2011, c.30, s.5.
N.J. Stat. § 14A:1-2.1 — NJ Code / Title 14A / Chapter 1 / Section 1-2.1
Definitions.
Status: in_force

14A:1-2.1. Definitions. As used in this act, unless the context otherwise requires, the term: (a) "Act" or "this act" means the "New Jersey Business Corporation Act" and includes all amendments and supplements thereto. (b) "Attorney General" means the Attorney General of New Jersey. (c) "Authorized shares" means the shares of all classes and series which the corporation is authorized to issue. (d) "Board" means board of directors. "Entire board" means the total number of directors which the corporation would have if there were no vacancies. (e) "Bonds" includes secured and unsecured bonds, debentures, notes and other written obligations for the payment of money. (f) "Certificate of incorporation" includes: (i) the original certificate of incorporation or any other instrument filed or issued under any statute to form a domestic or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or by other certificates or instruments filed or issued under any statute; and (ii) a special act or charter creating a domestic or foreign corporation, as amended, supplemented or restated. (g) "Corporation" or "domestic corporation" means a corporation for profit organized under this act, or existing on its effective date and theretofore organized under any other law of this State for a purpose or purposes for which a corporation may be organized under this act. (h) "Director" means any member of the governing board of a corporation, whether designated as director, trustee, manager, governor, or by any other title. (i) "Foreign corporation" means a corporation for profit organized under the laws of a jurisdiction other than this State, including any state or territory of the United States or the District of Columbia, the United States or any foreign country or other foreign jurisdiction. (j) "Resolution" means any action taken or authority granted by the shareholders, the board, or a committee of the board, regardless of whether evidenced by a formal resolution. (k) "Secretary of State" means the Secretary of State of New Jersey. (l) "Shareholder" means one who is a holder of record of shares in a corporation. (m) "Shares" means the units into which the proprietary interests in a corporation are divided. (n) "Subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation. (o) "Subsidiary" means a domestic or foreign corporation whose outstanding shares are owned directly or indirectly by another domestic or foreign corporation in such number as to entitle the holder at the time to elect a majority of its directors without regard to voting power which may thereafter exist upon a default, failure or other contingency. (p) "Treasury shares" means shares of a corporation which have been issued, and have been subsequently acquired by the corporation under circumstances which do not result in cancellation. Treasury shares are issued shares, but not outstanding shares. (q) "Other business entity" means a partnership, limited liability company, statutory trust, business trust or association, real estate investment trust, common-law trust, national association, or any other unincorporated business, whether organized under the laws of this State or under the laws of any other state or territory of the United States or the District of Columbia, the United States or any foreign country or other foreign jurisdiction. (r) "Votes cast" means all votes cast in favor of and against a particular proposition, but shall not include abstentions. Amended 1995, c.279, s.1; 2009, c.158, s.1.
N.J. Stat. § 14A:17-14 — NJ Code / Title 14A / Chapter 17 / Section 17-14
Corporate name.
Status: in_force

14. a. Corporate name. The corporate name of a professional corporation shall contain the full or last names of one or more of the shareholders or a name descriptive of the type of professional service in which the corporation will be engaged and shall also contain the words "chartered," "professional association" or "a professional corporation," or the abbreviation "P.A.," "P.C.," "PA," or "PC". The use of the word "company," "corporation" or "incorporated," or any other word, words, abbreviations, affix or prefix indicating that it is a corporation, in the corporate name of a professional corporation, other than the words "chartered," "professional association" or "a professional corporation," or the abbreviation "P.A.," "P.C.," "PA," or "PC" is specifically prohibited. It shall be permissible, however, for the corporation and the shareholders to render professional services or to exercise its authorized powers under a name which is identical to its corporate name except that the words "chartered," "professional association" or "a professional corporation," or the abbreviation "P.A.," "P.C.," "PA," or "PC" is omitted. Nothing in this subsection shall limit the right of a professional corporation to use or register an alternate name pursuant to N.J.S.14A:2-2.1, provided that the alternate name contains the full or last name of one or more of the shareholders or adequately describes the type of professional service in which the professional corporation will be engaged. b. Notwithstanding the provisions of subsection a. of this section, the corporate name of a professional corporation may contain the name of a deceased person only if, at the time of the person's death: (1) that person's name was part of the corporate name; or (2) that person's name was part of the name of an existing partnership and at least two-thirds of that partnership's partners become shareholders of the professional corporation. L.1969, c.232, s.14; amended 1982, c.97, s.1; 1991, c.50; 2011, c.27, s.1
N.J. Stat. § 14A:5-4 — NJ Code / Title 14A / Chapter 5 / Section 5-4
Notice of shareholders' meetings.
Status: in_force

14A:5-4. Notice of shareholders' meetings. (1) Except as otherwise provided in this act, written notice of the time, place and purpose or purposes of every meeting of shareholders shall be given not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at the meeting. If the board has authorized participation by shareholders by means of remote communication pursuant to section 14A:5-1, the notice to that class or series of shareholders shall describe the means of remote communication to be used. (2) When a meeting is adjourned to another time or place, it shall not be necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment the board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under subsection 14A:5-4(1). amended 2013, c.41, s.2.
N.J. Stat. § 14A:9-2 — NJ Code / Title 14A / Chapter 9 / Section 9-2
Procedure to amend certificate of incorporation
Status: in_force

14A:9-2. Procedure to amend certificate of incorporation. (1) Before the organization meeting of the board, the incorporators may amend the certificate of incorporation by complying with subsection 14A:9-4(1). (2) Amendment of the certificate of incorporation by action of the board is provided for in subsection 14A:4-3(1), subsection 14A:5-21(4), subsection 14A:7-2(4), subsection 14A:7-9(4), subsection 14A:7-15.1(3), and subsections 14A:7-18(1) and 14A:7-18(4). Amendment of the certificate of incorporation by action of the registered agent to change the registered office is provided for in subsection 14A:4-3(3). (3) An amendment of the certificate of incorporation pursuant to a plan of merger may be made in the manner provided in Chapter 10 of this act. (4) All other amendments of the certificate of incorporation shall be made in the following manner: (a) The board shall approve the proposed amendment and direct that it be submitted to a vote at a meeting of the shareholders. (b) Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this act for the giving of notice of meetings of shareholders. (c) At such meeting a vote of shareholders entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the votes cast by the holders of shares entitled to vote thereon and, in addition, if any class or series of shares is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote; except that, in the case of a corporation organized prior to January 1, 1969, the proposed amendment shall be adopted 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 are provided in this act for specific amendments, or as may be provided in the certificate of incorporation. (d) Subject to the provisions of section 14A:5-12, a corporation organized prior to January 1, 1969 may adopt the majority voting requirements prescribed in paragraph 14A:9-2(4)(c) by 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. (e) Any number of amendments may be acted upon at one meeting. (f) Upon adoption, a certificate of amendment shall be filed in the office of the Secretary of State as provided in section 14A:9-4. L.1968, c.350; amended 1973,c.366,s.47; 1988,c.94,s.53; 1995,c.279,s.11.
N.J. Stat. § 14A:7-10 — NJ Code / Title 14A / Chapter 7 / Section 7-10
Expenses of organization, reorganization and financing
Status: in_force

The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by such corporation out of the consideration received by it in payment for its shares without thereby rendering such shares assessable or not fully paid.
L.1968, c.350.
N.J. Stat. § 14A:13-2 — NJ Code / Title 14A / Chapter 13 / Section 13-2
Application of act to foreign corporations
Status: in_force

(1) Foreign corporations which are duly authorized to transact business in this State on the effective date of this act, for a purpose or purposes for which a corporation might secure such authority under this act, shall be entitled to all the rights and privileges applicable to foreign corporations procuring certificates of authority to transact business in this State under this act, and from the time this act takes effect such corporations shall be subject to all the duties, restrictions, penalties and liabilities prescribed herein for foreign corporations procuring certificates of authority to transact business in this State under this act. (2) A foreign corporation which receives a certificate of authority under this act shall, until a certificate of revocation or of withdrawal is issued as provided in this act, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which such certificate of authority is issued; and, except as in this act otherwise provided, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character. (3) A foreign corporation which transacts business in this State without a certificate of authority under this act shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a foreign corporation procuring such certificate of authority.
L.1968, c.350.
N.J. Stat. § 14A:17-4 — NJ Code / Title 14A / Chapter 17 / Section 17-4
Application of act
Status: in_force

This act shall not apply to any individual or groups within this State who, prior to the passage of this act, were permitted to organize a corporation and perform personal services to the public by the means of a corporation, and this act shall not apply to any corporations organized by such individual or group of individuals prior to the passage of this act; provided, however, any such individual or group of individuals or any such corporation may bring themselves and such corporation within the provisions of this act by amending the certificate of incorporation in such a manner so as to be consistent with all the provisions of this act and by affirmatively stating in the amended certificate of incorporation that the shareholders have elected to bring the corporation within the provisions of this act. L.1969, c. 232, s. 4, eff. Dec. 16, 1969.
N.J. Stat. § 14A:13-4 — NJ Code / Title 14A / Chapter 13 / Section 13-4
Application for certificate of authority
Status: in_force

(1) To procure a certificate of authority to transact business in this State, a foreign corporation shall file in the office of the Secretary of State an application executed on behalf of the corporation setting forth (a) the name of the corporation and the jurisdiction of its incorporation; (b) the date of incorporation and the period of duration of the corporation; (c) the address of the main business or headquarters office of the corporation; (d) 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, together with a statement that the registered agent is an agent of the corporation upon whom process against the corporation may be served; and (e) the character of the business it is to transact in this State, together with a statement that it is authorized to transact such business in the jurisdiction of its incorporation. (2) Attached to the application shall be a certificate setting forth that such corporation is in good standing under the laws of the jurisdiction of its incorporation, executed by the official of such jurisdiction who has custody of the records pertaining to corporations and dated not earlier than 30 days prior to the filing of the application. If such certificate is in a foreign language, a translation thereof under oath of the translator shall be attached thereto. (3) Upon the filing of the application, the Secretary of State shall issue to the foreign corporation a certificate of authority to transact business in this State.
L.1968, c.350.
N.J. Stat. § 14A:2-3 — NJ Code / Title 14A / Chapter 2 / Section 2-3
Reserved name.
Status: in_force

(1) The exclusive right to the use of a corporate name may be reserved upon compliance with the provisions of this section. (2) The reservation shall be made by filing in the office of the Secretary of State an application to reserve a specified corporate name, or the first name available for corporate use among not more than three specified names, executed by or on behalf of the applicant and setting forth the name and address of the applicant. If the Secretary of State finds that the name complies with the provisions of section 14A:2-2, he shall reserve it for the exclusive use of the applicant for a period of 120 days from the date of filing of the application and shall issue a certificate of reservation. (3) The right to the exclusive use of a specified corporate name so reserved may be transferred by filing in the office of the Secretary of State a notice of such transfer, executed by or on behalf of the applicant for whom the name was reserved, and specifying the name and address of the transferee. (4) The holder of a reserved name may renew the reservation for additional periods of 120 days by filing an application for renewal within the last 30 days of the current reservation period. There shall be no limit upon the number of renewals. L.1968, c.350; amended 1973,c.366,s.4; 1988,c.94,s.9.
N.J. Stat. § 14A:17-2 — NJ Code / Title 14A / Chapter 17 / Section 17-2
Short title
Status: in_force

This act may be cited as "The Professional Service Corporation Act." L.1969, c. 232, s. 2, eff. Dec. 16, 1969.
N.J. Stat. § 14A:4-6 — NJ Code / Title 14A / Chapter 4 / Section 4-6
Complete address required
Status: in_force

On or after the effective date of this 1989 amendatory and supplementary act, whenever the address of a registered office is required to be provided on any document under the provisions of chapter 4 of Title 14A of the New Jersey Statutes, the complete address shall be provided, including the number and street location and, if applicable, the post office box number. If the complete address has not been previously filed with the Secretary of State, it shall be provided by completion of a change of address form to be approved and made available by the Annual Reports Section of the Division of Commercial Recording in the Department of State. L.1989,c.175,s.2.
N.J. Stat. § 14A:10-2 — NJ Code / Title 14A / Chapter 10 / Section 10-2
Procedure for consolidation
Status: in_force

14A:10-2. Procedure for consolidation. (1) Any two or more domestic corporations, or any one or more corporations and any one or more other business entities, may consolidate into a new corporation or other business entity pursuant to a plan of consolidation approved in the manner provided in this act. (2) The board of each corporation shall approve a plan of consolidation setting forth (a) the names of the corporations proposing to consolidate, and the name of the new corporation or other business entity into which they propose to consolidate, which is hereinafter designated as the new corporation or new business entity; (b) the terms and conditions of the proposed consolidation; (c) the manner and basis of converting the shares of each corporation into shares, obligations or other securities of the new corporation or new business entity, or of any other corporation or business entity, in whole or in part, into cash or other property; (d) with respect to the new corporation, all of the statements required to be set forth in the certificate of incorporation for corporations organized under this act, except that it shall not be necessary to set forth the name and address of each incorporator; and (e) such other provisions with respect to the proposed consolidation as are deemed necessary or desirable. L.1968, c.350; amended 1973,c.366,s.52; 1995,c.279,s.13.
N.J. Stat. § 14A:18-1 — NJ Code / Title 14A / Chapter 18 / Section 18-1
Definitions relative to benefit corporations.
Status: in_force

1. For purposes of this act: "Benefit corporation" means a corporation organized under provisions of the "New Jersey Business Corporation Act," N.J.S.14A:1-1 et seq., that has elected to become subject to this act and whose status as a benefit corporation has not been terminated as provided in this act. "Benefit director" means the director designated as the benefit director of a benefit corporation as provided in section 7 of this act. "Benefit enforcement proceeding" means a claim or action brought directly by a benefit corporation, or derivatively on behalf of a benefit corporation, against a director or officer for: (1) Failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its certificate of incorporation; or (2) Violation of a duty or standard of conduct under this act. "Benefit officer" means the officer of a benefit corporation, if any, designated as the benefit officer as provided in section 9 of this act. "General public benefit" means a material positive impact on society and the environment by the operations of a benefit corporation through activities that promote some combination of specific public benefits. "Independent" means that a person has no material relationship with a benefit corporation or any of its subsidiaries (other than the relationship of serving as the benefit director or benefit officer), either directly or as a shareholder, partner, member or other owner or a director, officer or other manager of an entity that has a material relationship with the benefit corporation or any of its subsidiaries. A material relationship between an individual and a benefit corporation or any of its subsidiaries will be conclusively presumed to exist if: (1) The person is, or has been within the last three years, an employee of the benefit corporation or any of its subsidiaries, other than as a benefit officer; (2) An immediate family member of the person is, or has been within the last three years, an executive officer, other than a benefit officer, of the benefit corporation or any of its subsidiaries; or (3) The person, or an entity of which the person is a director, officer or other manager or in which the person owns beneficially or of record 5% or more of the outstanding equity interests, owns beneficially or of record 5% or more of the outstanding shares of the benefit corporation. A percentage of ownership in an entity shall be calculated as if all outstanding rights to acquire equity interests in the entity had been exercised. "Minimum status vote" means that, in addition to any other approval or vote required by Title 14A of the New Jersey Statutes or the certificate of incorporation: (1) The holders of shares of every class or series shall be entitled to vote on the corporate action regardless of any limitation stated in the certificate of incorporation on the voting rights of any class or series; and (2) The corporate action must be approved by vote of the shareholders of each class or series entitled to cast at least two-thirds of the votes that all shareholders of the class or series are entitled to cast thereon. "Specific public benefit" includes: (1) Providing low-income individuals or communities with beneficial products or services; (2) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business; (3) Preserving the environment; (4) Improving human health; (5) Promoting the arts, sciences or advancement of knowledge; (6) Increasing the flow of capital to entities with a public benefit purpose; and (7) The accomplishment of any other particular benefit for society or the environment. "Subsidiary" of a person means an entity in which the person owns beneficially or of record 50% or more of the outstanding equity interests. A percentage of ownership in an entity shall be calculated as if all outstanding rights to acquire equity interests in the entity had been exercised. "Third-party standard" means a recognized standard for defining, reporting and assessing corporate social and environmental performance that is: (1) Developed by a person that is independent of the benefit corporation; and (2) Transparent because the following information about the standard is publicly available: (a) the factors considered when measuring the performance of a business; (b) the relative weightings of those factors; and (c) the identity of the persons who developed and control changes to the standard and the process by which those changes are made. L.2011, c.30, s.1.
N.J. Stat. § 14A:4-1 — NJ Code / Title 14A / Chapter 4 / Section 4-1
Registered office and registered agent
Status: in_force

(1) Every corporation organized for any purpose under any general or special law of this State and every foreign corporation authorized to transact business in this State shall continuously maintain a registered office in this State, and a registered agent having a business office identical with such registered office. (2) The registered office may be, but need not be, the same as a place of business of the corporation which it serves. (3) The registered agent may be a natural person of the age of 18 years or more, or a domestic corporation or a foreign corporation authorized to transact business in this State, whether or not any such agent corporation is organized for a purpose or purposes for which a corporation may be organized under this act. (4) The designation of a principal or registered office in this State and of a registered agent in charge thereof by any corporation of this State or by any foreign corporation authorized to transact business in this State, as in force on the effective date of this act, shall continue with like effect as if made hereunder until changed pursuant to this act. L.1968, c.350; amended by L.1973, c. 366, s. 10, eff. May 1, 1974.
N.J. Stat. § 14A:5-13 — NJ Code / Title 14A / Chapter 5 / Section 5-13
Shares owned or controlled by the corporation not voted or counted
Status: in_force

A corporation holding its own shares shall not vote those shares at any meeting and those shares shall not be counted in determining the total number of outstanding shares at any given time. If the corporation holds a majority of the shares entitled to vote for the election of directors of another domestic corporation or a foreign corporation, shares of the corporation held by such other domestic corporation or foreign corporation shall not be voted at any meeting or counted in determining the total number of outstanding shares at any given time. L.1968, c.350; amended 1988,c.94,s.19.
N.J. Stat. § 14A:2-2.2 — NJ Code / Title 14A / Chapter 2 / Section 2-2.2
"Blind" or "handicapped" as part of corporate name
Status: in_force

No corporation organized under the laws of the State of New Jersey nor any foreign corporation authorized to do business in New Jersey shall use the words "blind," or "handicapped," or term, terms, imprint, stamp, label or symbol suggesting such impairments, as part of its name unless the approval of the Attorney General, or his designee, is attached to the certificate of incorporation or application for amendment thereof. Such approval shall indicate that the words "blind" or "handicapped," or term, terms, imprint, stamp, label or symbol suggesting such impairments, as used in the corporate name will not tend to mislead or confuse the public into believing that the corporation is organized for charitable or nonprofit purposes for the blind or handicapped. Any corporation presently organized under the laws of this State or any foreign corporation presently authorized to do business in this State that employs the words "blind," or "handicapped," or term, terms, imprint, stamp, label or symbol suggesting such impairment, in its corporate name shall seek the approval of the Attorney General, or his designee, within 90 days after the effective date of this act if it wishes to continue the use of such words, terms, imprint, stamp, label or symbol in its corporate name. L.1977, c. 8, s. 1, eff. Feb. 3, 1977.
N.J. Stat. § 14A:7-13 — NJ Code / Title 14A / Chapter 7 / Section 7-13
Issuance of fractional shares or scrip
Status: in_force

Unless otherwise provided in its certificate of incorporation, a corporation may, but shall not be obliged to, issue fractions of a share and certificates therefor. By action of its board, a corporation may, in lieu of issuing fractional shares, pay cash equal to the value of such fractional share, or issue scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip aggregating a full share. A certificate for a fractional share shall entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any distribution of assets of the corporation in the event of liquidation, but scrip shall not entitle the holder to exercise such voting rights, receive dividends or participate in any such distribution of assets unless such scrip shall so provide. All scrip shall be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date. If such scrip is not so exchanged, the corporation shall either sell the shares for which such scrip was exchangeable and distribute the proceeds thereof pro rata to the holders of such scrip, or pay, pro rata, to the holders of such scrip the market value of the shares for which such scrip was exchangeable as of the day when such scrip became void. L.1968, c.350; amended by L.1973, c. 366, s. 37, eff. May 1, 1974.
N.J. Stat. § 14A:11-2 — NJ Code / Title 14A / Chapter 11 / Section 11-2
Notice of dissent; demand for payment; endorsement of certificates
Status: in_force

(1) Whenever a vote is to be taken, either at a meeting of shareholders or upon written consents in lieu of a meeting pursuant to section 14A:5-6, upon a proposed corporate action from which a shareholder may dissent under section 14A:11-1, any shareholder electing to dissent from such action shall file with the corporation before the taking of the vote of the shareholders on such corporate action, or within the time specified in paragraph 14A:5-6(2)(b) or 14A:5-6(2)(c), as the case may be, if no meeting of shareholders is to be held, a written notice of such dissent stating that he intends to demand payment for his shares if the action is taken. (2) Within 10 days after the date on which such corporate action takes effect, the corporation, or, in the case of a merger or consolidation, the surviving or new corporation, shall give written notice of the effective date of such corporate action, by certified mail to each shareholder who filed written notice of dissent pursuant to subsection 14A:11-2(1), except any who voted for or consented in writing to the proposed action. (3) Within 20 days after the mailing of such notice, any shareholder to whom the corporation was required to give such notice and who has filed a written notice of dissent pursuant to this section may make written demand on the corporation, or, in the case of a merger or consolidation, on the surviving or new corporation, for the payment of the fair value of his shares. (4) Whenever a corporation is to be merged pursuant to section 14A:10-5.1 or subsection 14A:10-7(4) and shareholder approval is not required under subsections 14A:10-5.1(5) and 14A:10-5.1(6), a shareholder who has the right to dissent pursuant to section 14A:11-1 may, not later than 20 days after a copy or summary of the plan of such merger and the statement required by subsection 14A:10-5.1(2) is mailed to such shareholder, make written demand on the corporation or on the surviving corporation, for the payment of the fair value of his shares. (5) Whenever all the shares, or all the shares of a class or series, are to be acquired by another corporation pursuant to section 14A:10-9, a shareholder of the corporation whose shares are to be acquired may, not later than 20 days after the mailing of notice by the acquiring corporation pursuant to paragraph 14A:10-9(3)(b), make written demand on the acquiring corporation for the payment of the fair value of his shares. (6) Not later than 20 days after demanding payment for his shares pursuant to this section, the shareholder shall submit the certificate or certificates representing his shares to the corporation upon which such demand has been made for notation thereon that such demand has been made, whereupon such certificate or certificates shall be returned to him. If shares represented by a certificate on which notation has been made shall be transferred, each new certificate issued therefor shall bear similar notation, together with the name of the original dissenting holder of such shares, and a transferee of such shares shall acquire by such transfer no rights in the corporation other than those which the original dissenting shareholder had after making a demand for payment of the fair value thereof. (7) Every notice or other communication required to be given or made by a corporation to any shareholder pursuant to this Chapter shall inform such shareholder of all dates prior to which action must be taken by such shareholder in order to perfect his rights as a dissenting shareholder under this Chapter. L.1968, c.350; amended 1973,c.366,s.61; 1988,c.94,s.65.
N.J. Stat. § 14A:7-12 — NJ Code / Title 14A / Chapter 7 / Section 7-12
Transfer of shares and restrictions on transfer
Status: in_force

(1) The shares of a corporation shall be personal property and shall be transferable in accordance with the provisions of Chapter 8 of the Uniform Commercial Code (N.J.S. 12A:8-101 et seq.), as amended from time to time, except as otherwise provided in this act. (2) Any reasonable restriction on the transfer or registration of transfer of shares, or other securities having conversion or option rights, may be enforced against the holder of the restricted securities and any successor or transferee of the holder, including any fiduciary entrusted with responsibility for the person or property of the holder. Such restriction shall be valid only if imposed by the certificate of incorporation or by-laws or by the provisions of an employee benefit plan permitted by Chapter 8 of this act, or by a written agreement among any number of shareholders or among such holders and the corporation. No restriction shall be valid with respect to any securities issued prior to the imposition of the restriction unless their holders shall have voted in favor of the imposition of the restriction or are parties to the agreement imposing it. Unless noted conspicuously on the security or contained in the information statement required by subsection 14A:7-11(6), a restriction shall not be valid against a person who becomes the holder of the security without actual knowledge of the restriction. (3) In particular and without limitation of the generality of the power granted by subsection 14A:7-12(2) to impose restrictions, a restriction on the transfer or registration of transfer of shares, or other securities having conversion or option rights, may be enforced as provided in subsection 14A:7-12(2), if it: (a) Obligates the holder of the restricted securities to offer to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing, a prior opportunity, to be exercised within a reasonable time, to acquire the restricted securities; (b) Obligates the corporation or any holder of securities of the corporation or any other person or any combination of the foregoing, to purchase the securities which are the subject of an agreement respecting the purchase and sale of the restricted securities; (c) Requires the corporation or the holders of any class or series of securities of the corporation to consent to any proposed transfer of the restricted securities or to approve the proposed transferee of the restricted securities; (d) Prohibits the transfer of the restricted securities to designated persons or classes of persons, and such designation is not manifestly unreasonable; or (e) Exists for the purpose of maintaining the status of the corporation as an electing small business corporation under subchapter S of the United States Internal Revenue Code. (4) If a restriction on transfer of shares or other securities having conversion or option rights is held not to be authorized by the law of this State, the corporation shall nevertheless have an option for a period of 30 days after the judgment setting aside the restriction becomes final, to acquire the restricted securities at a price to be agreed upon by the parties, or if no agreement is reached as to price, then at their fair value as determined by any court having jurisdiction. In order to determine fair value, the court may appoint an appraiser to receive evidence and report to the court his findings and recommendations as to fair value. The appraiser shall have such powers and shall proceed so far as applicable, in the same manner as an appraiser appointed under section 14A:11-8. L.1968, c.350; amended 1988,c.94,s.43.
N.J. Stat. § 14:3-10 — NJ Code / Title 14 / Chapter 3 / Section 3-10
Prohibited acquisitions of stock of other corporations; inapplicable to public utility corporations; subsidiaries
Status: in_force

No corporation of this state engaged in trade or commerce shall acquire, directly or indirectly, the whole or any part of the stock or other share capital of another corporation also engaged in trade or commerce, where the effect of such acquisition may be to substantially lessen competition between the corporation whose stock is so acquired and the corporation making the acquisition, or to restrain such trade or commerce in any section or community, or tend to created a monopoly of any line of trade or commerce. No such corporation shall acquire, directly or indirectly, the whole or any part of the stock or other share capital of two or more corporations engaged in trade or commerce where the effect of such acquisition, or the use of such stock by the voting or granting of proxies or otherwise may be to substantially lessen competition between such corporations, or any of them, whose stock or other share capital is so acquired, or to restrain trade or commerce in any section or community, or tend to create a monopoly of any line of trade or commerce. Nothing contained in this section shall apply to corporations subject to the jurisdiction of the board of public utility commissioners under Title 48, Public Utilities, nor to corporations purchasing such stock solely for investment and not using the same by voting or otherwise to bring about, or in attempting to bring about, the substantial lessening of competition, nor to prevent a corporation engaged in trade or commerce from causing the formation of subsidiary corporations for the actual carrying on of their immediate lawful business, or the natural and legitimate branches or extensions thereof, or from owning and holding all or a part of the stock of such subsidiary corporations, when the effect of such formation is not to substantially lessen competition. This section shall not be held to affect or impair any right legally acquired before March twenty-eighth, one thousand nine hundred and seventeen. L.1937, c. 188.
N.J. Stat. § 14A:5-26 — NJ Code / Title 14A / Chapter 5 / Section 5-26
Duties of inspectors
Status: in_force

The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. If there are three or more inspectors, the act of a majority shall govern. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them. Any report made by them shall be prima facie evidence of the facts therein stated, and such report shall be filed with the minutes of the meeting.
L.1968, c.350.
N.J. Stat. § 14A:13-23 — NJ Code / Title 14A / Chapter 13 / Section 13-23
Severability
Status: in_force

If any clause, sentence, paragraph, section or part of this act shall be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect, impair or invalidate the remainder thereof, but shall be confined in its operation to the clause, sentence, paragraph, section or part thereof directly involved in the controversy in which such judgment shall have been rendered. L.1973, c. 171, s. 10, eff. June 7, 1973.
N.J. Stat. § 14A:5-18 — NJ Code / Title 14A / Chapter 5 / Section 5-18
When redeemable shares no longer entitled to vote
Status: in_force

On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.
L.1968, c.350.
N.J. Stat. § 14A:3-6.9 — NJ Code / Title 14A / Chapter 3 / Section 3-6.9
Applicability.
Status: in_force

9. In any derivative proceeding or shareholder class action against a corporation organized under the provisions of the "New Jersey Business Corporation Act," N.J.S.14A:1-1 et seq.: a. Except for sections 7 and 8 of P.L.2013, c.42 (C.14A:3-6.7 and 6.8), which must be expressly made applicable by the corporation's certificate of incorporation, the provisions of P.L.2013, c.42 (C.14A:3-6.1 et seq.) shall apply to actions brought in state or federal court both within and outside of the State of New Jersey; and b. The provisions of the corporation's certificate of incorporation may vary the applicability or effect of the provisions of P.L.2013, c.42 (C.14A:3-6.1 et seq.) on that corporation. L.2013, c.42, s.9; amended 2017, c.362, s.1.
N.J. Stat. § 14A:4-2 — NJ Code / Title 14A / Chapter 4 / Section 4-2
Function of registered agent and office; service of process, notice or demand
Status: in_force

(1) Every registered agent shall be an agent of the corporation which has appointed him, upon whom process against the corporation may be served. (2) Whenever any law of this State requires or permits any notice or demand to be given to or made upon a domestic corporation or a foreign corporation authorized to transact business in this State, its officers or directors, such notice or demand may be sent by mail or otherwise, as the law may require or permit, to the registered office of the corporation in this State, and such notice so given or demand so made shall be sufficient notice or demand. (3) The provisions of this section shall not exclude any other method provided by law for service of process upon a corporation, domestic or foreign, or for service of a notice or demand upon such corporation, its officers or directors. (4) (Deleted by amendment, P.L. 1988, c. 94.) L.1968, c.350; amended 1969,c.102,ss.2,17; 1988,c.94,s.14.
N.J. Stat. § 14A:14-14 — NJ Code / Title 14A / Chapter 14 / Section 14-14
Preferences
Status: in_force

(1) For the purposes of this chapter, a preference arises when (a) a corporation which, while insolvent, and within four months of the commencement of a receivership action by or against it, transfers any property to or for the benefit of a creditor for or on account of an antecedent debt; and (b) the effect of such transfer will be to enable such creditor to obtain a greater percentage of his debt than some other creditor of the same class; and (c) the creditor receiving or to be benefited by the transfer, or his agent acting with reference thereto, has, at the time when the transfer is made, reasonable cause to believe that the corporation is insolvent. (2) For the purpose of determining whether a preference has arisen (a) a transfer of property other than real property shall be deemed to have been made or suffered at a time when it became so far perfected that no subsequent lien obtainable by legal or equitable proceedings on a simple contract could become superior to the rights of the transferee; (b) a transfer of real property shall be deemed to have been made or suffered when it became so far perfected that no subsequent bona fide purchase from the corporation could create rights in such property superior to the rights of the transferee. (3) If any transfer of real property is not so perfected against a bona fide purchase, or if any transfer of other property is not so perfected against such liens by legal or equitable proceedings prior to the commencement of a receivership action, it shall be deemed to have been made immediately before the commencement of such action. (4) When a preference has arisen, the receiver may recover the property or, if it has been converted, its value, from any person who has received or converted such property, except a bona fide purchaser from or lienor of the corporation's transferee for a present fair consideration. Where, however, such bona fide purchaser or lienor has given less than such value, he shall nevertheless have a lien upon such property, but only to the extent of the consideration actually given by him. When a preference is by way of lien or security title, the Superior Court may on due notice order such lien or title to be preserved for the benefit of the insolvent corporation's estate, in which event the lien or title shall pass to the receiver. (5) If a creditor has been preferred and afterward in good faith gives the corporation further credit without security of any kind for property which becomes a part of the insolvent corporation's property, the amount of such new credit remaining unpaid at the time of the commencement of the receivership action may be set off against the amount which would otherwise be recoverable from such creditor.
L.1968, c.350.
N.J. Stat. § 14A:6-1 — NJ Code / Title 14A / Chapter 6 / Section 6-1
Board of Directors
Status: in_force

14A:6-1. Board of directors. (1) The business and affairs of a corporation shall be managed by or under the direction of its board, except as in this act or in its certificate of incorporation otherwise provided. Directors shall be at least 18 years of age and need not be United States citizens or residents of this State or shareholders of the corporation unless the certificate of incorporation or by-laws so require. The certificate of incorporation or by-laws may prescribe other qualifications for directors. (2) In discharging his duties to the corporation and in determining what he reasonably believes to be in the best interest of the corporation, a director may, in addition to considering the effects of any action on shareholders, consider any of the following: (a) the effects of the action on the corporation's employees, suppliers, creditors and customers; (b) the effects of the action on the community in which the corporation operates; and (c) the long term as well as the short-term interests of the corporation and its shareholders, including the possibility that these interests may best be served by the continued independence of the corporation. (3) If on the basis of the factors described in subsection (2) of this section, the board of directors determines that any proposal or offer to acquire the corporation is not in the best interest of the corporation, it may reject such proposal or offer. If the board of directors determines to reject any such proposal or offer, the board of directors shall have no obligation to facilitate, remove any barriers to, or refrain from impeding the proposal or offer. L.1968, c.350; amended 1973,c.366,s.21; 1988,c.94,s.24; 1989,c.106,s.1.
N.J. Stat. § 14A:12-13 — NJ Code / Title 14A / Chapter 12 / Section 12-13
Barring of claims of creditors
Status: in_force

(1) Any creditor as defined in subsection 14A:12-12(3) who does not file his claim as provided in the notice given pursuant to section 14A:12-12, and all those claiming through or under him, shall be forever barred from suing on such claim or otherwise realizing upon or enforcing it except, in the case of a creditor who shows good cause for not having previously filed his claim, to such extent as the Superior Court may allow (a) against the corporation to the extent of any undistributed assets; or (b) if the undistributed assets are not sufficient to satisfy such a claim, against a shareholder to the extent of his ratable part of such claim, out of the assets of the corporation distributed to him in liquidation or dissolution. (2) This section shall not apply to claims which are in litigation on the date of the first publication of the notice pursuant to section 14A:12-12. L.1968, c.350; amended by L.1973, c. 366, s. 71, eff. May 1, 1974.
N.J. Stat. § 14A:5-11 — NJ Code / Title 14A / Chapter 5 / Section 5-11
Votes required
Status: in_force

(1) Whenever any action, other than the election of directors, is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon, unless a greater plurality is required by the certificate of incorporation or another section of this act. (2) The certificate of incorporation may provide that any class or classes of shares, or any series thereof, shall vote as a class to authorize any action, including amendments to the certificate of incorporation. Such voting as a class shall be in addition to any other vote required by this act. Where voting as a class or series is provided in the certificate of incorporation, it shall be by the proportionate vote provided in the certificate or, if no proportionate vote is so provided, then for any action other than the election of directors, by a majority of the votes cast at such meeting by the holders of shares of such class or series entitled to vote thereon. (3) Where voting as a class or series is required by this act to authorize any action, such action shall be authorized by a majority of the votes cast at such meeting by the holders of shares of each such class or series entitled to vote thereon, unless a greater vote is required by the certificate of incorporation or another section of this act. Such voting as a class shall be in addition to any other vote required by this act.
L.1968, c.350.
N.J. Stat. § 14:13-13 — NJ Code / Title 14 / Chapter 13 / Section 13-13
Corporate deeds of record ten years; recitals as to dissolution and power of trustees to convey; presumptive proof
Status: in_force

A corporation incorporated under the laws of this state prior to the year one thousand eight hundred and seventy-five shall be presumed to have been dissolved and its directors to have become trustees for the purpose of winding up its affairs, when any deed for the conveyance of any real estate of said corporation shall have been of record in the office of the clerk or register of deeds and mortgages of any county of this state for a period of at least ten years, and which deed recites that the corporate existence of said corporation has been dissolved, and that the persons executing said deed are the trustees of said corporation, having been former directors thereof, and empowered by law to close up its affairs. Any statement therein contained as to who were, at the time of the execution of said deed, the surviving trustees of said corporation, shall be presumptive proof thereof. L.1915, c. 62, s. 1, p. 104, [1924 Suppl. s. 47-174].
N.J. Stat. § 14A:2-9 — NJ Code / Title 14A / Chapter 2 / Section 2-9
By-laws; making and altering.
Status: in_force

14A:2-9 (1) The initial by-laws of a corporation shall be adopted by the board at its organization meeting. Thereafter, the board shall have the power to make, alter and repeal by-laws unless such power is reserved to the shareholders in the certificate of incorporation, but by-laws made by the board may be altered or repealed, and new by-laws made, by the shareholders. The shareholders may prescribe in the by-laws that any by-law made by them shall not be altered or repealed by the board. (2) The initial by-laws of a corporation adopted by the board at its organization meeting shall be deemed to have been adopted by the shareholders for purposes of this act. (3) Any provision which this act requires or permits to be set forth in the by-laws may be set forth in the certificate of incorporation with equal force and effect. (4) The by-laws may contain any provision, not inconsistent with law or the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or power or the rights or power of its shareholders, directors, officers or employees. (5) (a) Without limiting subsection (4) of this section, the by-laws may provide that the federal and State courts in New Jersey shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the corporation; (ii) any action by one or more shareholders asserting a claim of a breach of fiduciary duty owed by a director or officer, or former director or officer, to the corporation or its shareholders, or a breach of the certificate of incorporation or by-laws; (iii) any action brought by one or more shareholders asserting a claim against the corporation or its directors or officers, or former directors or officers, arising under the certificate of incorporation or the "New Jersey Business Corporation Act," N.J.S.14A:1-1 et seq.; (iv) any other State law claim, including a class action asserting a breach of a duty to disclose, or a similar claim, brought by one or more shareholders against the corporation, its directors or officers, or its former directors or officers; or (v) any other claim brought by one or more shareholders which is governed by the internal affairs or an analogous doctrine. (b) The by-laws may provide that one or more shareholders who file an action in breach of a forum selection requirement of the by-laws shall be liable for all reasonable costs incurred in enforcing the requirement, including, without limitation, reasonable attorney's fees of the defendants. If the by-laws contain an exclusive forum provision, the directors and officers, and former directors and officers, shall be deemed to have consented to the personal jurisdiction of that forum. If the provision is not contained in the original by-laws but is adopted by an amendment, the provisions and the personal jurisdiction over directors and officers, and former directors and officers, shall apply only to actions brought by one or more shareholders after the date of the amendment of the by-laws and which assert claims arising after the date of the amendment. amended 2017, c.356.
N.J. Stat. § 14A:13-12 — NJ Code / Title 14A / Chapter 13 / Section 13-12
Injunction against foreign corporation
Status: in_force

(1) The Attorney General may bring an action in the Superior Court in the name of the State to enjoin a foreign corporation from transacting business in this State (a) without having first obtained a certificate of authority pursuant to this Chapter; or (b) of a character not set forth in its application for a certificate of authority or for an amended certificate of authority; or (c) after its authority to transact business in this State has been surrendered or revoked; or (d) after it is dissolved or its authority or existence is otherwise terminated or cancelled in the jurisdiction of its incorporation. (2) The Superior Court may proceed in such action in a summary manner or otherwise. (3) The provisions of this section shall not exclude any other ground provided by law for injunctive relief against a foreign corporation to restrain it from the exercise of any franchise or the transaction of any business within this State.
L.1968, c.350.
N.J. Stat. § 14A:13-18 — NJ Code / Title 14A / Chapter 13 / Section 13-18
Annual filing; due date
Status: in_force

a. Every foreign corporation shall annually file a notice of business activities report with respect to all or any part of each of its calendar or fiscal accounting years ending after December 31, 1973, on a report which shall be filed on or before the fifteenth day of the fourth month after the close of such calendar or fiscal accounting year. b. For purposes of this act, every foreign corporation shall use the same calendar or fiscal accounting year upon which it reports to the United States Treasury Department for Federal income tax purposes. L.1973, c. 171, s. 5, eff. June 7, 1973.
N.J. Stat. § 14A:2-2.1 — NJ Code / Title 14A / Chapter 2 / Section 2-2.1
Corporate alternate names
Status: in_force

(1) No domestic corporation, or foreign corporation which transacts business in this State within the meaning of section 14A:13-3, shall transact any business in this State using a name other than its actual name unless (a) It also uses its actual name in the transaction of any such business in such a manner as not to be deceptive as to its actual identity; or (b) It has been authorized to transact business in this State, using an assumed name as provided in subsection 14A:2-2(3); or (c) It has first registered the alternate name as provided in this section. (2) Any corporation may adopt and use any alternate name, including any which would be unavailable as the name of a domestic or foreign corporation because of the prohibitions of paragraph 14A:2-2(1)(b), but not including a name prohibited as a corporate name by paragraph 14A:2-2(1)(c), by filing a certificate of registration of a corporate alternate name with the Secretary of State executed on behalf of the corporation. The certificate shall set forth (a) The name, jurisdiction and date of incorporation of the corporation; (b) The alternate name; (c) A brief statement of the character or nature of the particular business or businesses to be conducted using the alternate name; (d) That the corporation intends to use such name in this State; (e) That the corporation has not previously used the alternate name in this State in violation of this section or, if it has, the month and year in which it commenced such use. (3) Such a registration shall be effective for five years from the date of filing, unless sooner terminated as provided below, and may be renewed successively for additional five-year periods by filing a certificate of renewal executed on behalf of the corporation at any time within three months prior to, but not later than, the date of expiration of the registration. Not more than four months and not less than one month prior to the date of expiration of the registration, the Secretary of State shall notify the corporation of the date of expiration and the requirements for renewal of the registration. The certificate of renewal shall be effective as of the date of expiration of the earlier registration. The certificate of renewal shall set forth the information required in paragraph 14A:2-2.1(2)(a) through paragraph 14A:2-2.1(2)(d), the date of filing of the certificate of registration then in effect, and that the corporation is continuing to use the alternate name. If a corporation ceases to use an alternate name in this State prior to the expiration date of the five-year registration period, it may file a termination certificate. A termination certificate shall state the name of the corporation, the alternate name for which the corporation has filed a certificate of registration and that the corporation has ceased to use the registered alternate name. The termination certificate may recite the date upon which the corporation ceased to use the alternate name, but no recital shall be required. (4) Nothing in this section shall be construed (a) To grant to the registrant of an alternate name any right in the name as against any prior or subsequent user of the name, regardless of whether used as a trademark, trade name, business name, or corporate name; or (b) To interfere with the power of any court to enjoin the use of any such name on the basis of the law of unfair competition or on any other basis except the mere fact of identity or similarity of the alternate name to any other corporate name. (5) A corporation which has used an alternate name in this State contrary to the provisions of this section shall, upon filing a certificate of registration of alternate name or an untimely certificate of renewal, pay to the Secretary of State the filing fee prescribed for such a certificate plus an additional filing fee equal to the full amount of the regular filing fee multiplied by the number of years it has been using such alternate name in violation of this section after August 1, 1974. For purposes of this subsection, any part of a year shall be considered a full year. (6) The failure of a corporation to file a certificate of registration or renewal of alternate name shall not impair the validity of any contract or act of such corporation and shall not prevent such corporation from defending any action or proceeding in any court of this State, but no such corporation shall maintain any action or proceeding in any court of this State arising out of a contract or act in which it used such alternate name until it has filed such a certificate. (7) (a) A corporation which files a certificate of registration of alternate name which contains a false statement or omission regarding the date it first used a fictitious name in this State shall, if such false statement or omission reduces the amount of the additional fee it paid or should have paid as provided in subsection 14A:2-2.1(5), forfeit to the State a penalty of not less than $200.00 nor more than $500.00. (b) A corporation which ought to have filed a certificate of registration or renewal of alternate name and fails to do so within 60 days after being notified of its obligation to do so by certified or registered mail by the Secretary of State, by any other governmental officer, or by any person aggrieved by its failure to do so, shall forfeit to the State a penalty of not less than $200.00 nor more than $500.00. (c) Such penalty shall be recovered with costs in an action prosecuted by the Attorney General. The court may proceed in such an action in a summary manner or otherwise. (8) (Deleted by amendment, P.L. 1988, c. 94.) (added) 1973,c.366,s.3; amended 1988,c.94,s.8.
N.J. Stat. § 14A:13-19 — NJ Code / Title 14A / Chapter 13 / Section 13-19
Forms; certification
Status: in_force

The director shall design a form of report and forms for such additional statements or schedules as he may require to be filed therewith. Such form shall contain a provision in which the foreign corporation may disclaim liability for the corporation business tax and the corporation income tax, and any obligation to obtain a certificate of authority to do business in this State and shall provide for the setting forth of such additional facts as the director may deem necessary for the proper enforcement of this act. He shall cause a supply thereof to be printed and shall furnish appropriate blank forms to each corporation upon application or otherwise as he may deem necessary. Failure to receive a form shall not relieve any corporation from the obligation to file a report under the provisions of this act. Each such report shall have annexed thereto a certification by the president, vice president, comptroller, secretary, treasurer, assistant treasurer, accounting officer of the corporation or any other officer of the corporation duly authorized so to act to the effect that the statements contained therein are true. The fact that an individual's name is signed on a certification of the report shall be prima facie evidence that such individual is authorized to sign and certify the report on behalf of the corporation. In the case of a corporation in liquidation or in the hands of a receiver or trustee, certification shall be made by the person responsible for the conduct of the affairs of such corporation. L.1973, c. 171, s. 6, eff. June 7, 1973.
N.J. Stat. § 14A:13-6.1 — NJ Code / Title 14A / Chapter 13 / Section 13-6.1
Foreign corporations, filing, application, certificate of authority; definition.
Status: in_force

1. (1) Following a conversion under applicable law of an other business entity, which was authorized to transact business in this State, to a foreign corporation, the foreign corporation shall file in the filing office an application executed on behalf of the corporation setting forth: (a) the name of the corporation and the jurisdiction of its incorporation; (b) the name of the other business entity, which was authorized to transact business in this State; (c) the ten digit identification number; (d) the date of the conversion of the other business entity to the foreign corporation; (e) the date of the authorization of the other business entity to transact business in this State; (f) the address of the main business or headquarters office of the corporation; (g) the address of the registered office of the corporation in this State and the name of its registered agent in this State at that address, together with a statement that the registered agent is an agent of the corporation upon whom process against the corporation may be served; and (h) the character of the business it is to transact in this State, together with a statement that it is authorized to transact business in the jurisdiction of its incorporation. (2) Attached to the application shall be a certificate setting forth that the corporation is in good standing under the laws of the jurisdiction of its incorporation, executed by the official of that jurisdiction who has custody of the records pertaining to corporations and dated not earlier than 30 days prior to the filing of the application, but of a date subsequent to the conversion. If that certificate is in a foreign language, a translation thereof under oath of the translator shall be attached thereto. (3) Upon the filing of the application, the filing office shall issue to the foreign corporation a certificate of authority to transact business in this State. (4) As used in this section, "filing office" means the Division of Revenue and Enterprise Services in the Department of the Treasury, or other State office as designated by law. L.2023, c.38, s.1.
N.J. Stat. § 14A:3-2 — NJ Code / Title 14A / Chapter 3 / Section 3-2
Ultra vires transactions
Status: in_force

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted: (a) In a proceeding by a shareholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained. (b) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against the incumbent or former officers or directors of the corporation. (c) In a proceeding by the Attorney General, as provided in this act, to dissolve the corporation, or in a proceeding by the Attorney General to enjoin the corporation from the transaction of unauthorized business.
L.1968, c.350.
N.J. Stat. § 14A:17-18 — NJ Code / Title 14A / Chapter 17 / Section 17-18
Repeal
Status: in_force

Chapter 233 of the laws of 1962, as amended, is hereby repealed, but all corporations formed under the provisions thereof shall continue and shall be governed by the provisions of this act. L.1969, c. 232, s. 18, eff. Dec. 16, 1969.
N.J. Stat. § 14A:13-7 — NJ Code / Title 14A / Chapter 13 / Section 13-7
Change of name by foreign corporation
Status: in_force

Whenever a foreign corporation which is authorized to transact business in this State shall change its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of such corporation shall be suspended and the corporation shall not thereafter transact any business in this State until it has changed its name to a name which is available to it under the laws of this State or has otherwise complied with the provisions of this act.
L.1968, c.350.
N.J. Stat. § 14A:14-3 — NJ Code / Title 14A / Chapter 14 / Section 14-3
Multiple receivers
Status: in_force

When more than one receiver of a corporation is appointed, (a) the provisions of this chapter applicable to one receiver shall be applicable to all; (b) the debts and property of the corporation may be collected and received by any of them; and (c) the powers and rights conferred upon them may be exercised by a majority of them.
L.1968, c.350.
N.J. Stat. § 14A:6-2 — NJ Code / Title 14A / Chapter 6 / Section 6-2
Number of directors
Status: in_force

The board of directors of a corporation shall consist of one or more members. Subject to any provisions contained in the certificate of incorporation, the by-laws shall specify the number of directors, or that the number of directors shall not be less than a stated minimum nor more than a stated maximum, with the actual number to be determined in the manner prescribed in the by-laws, except as to the number constituting the first board. L.1968, c.350.; amended by L.1969, c. 102, s. 6; L.1973, c. 366, s. 22, eff. May 1, 1974.
N.J. Stat. § 14A:5-19 — NJ Code / Title 14A / Chapter 5 / Section 5-19
Proxy voting.
Status: in_force

14A:5-19. Proxy voting. (1) Every shareholder entitled to vote at a meeting of shareholders or to express consent without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the shareholder or his agent, except that a proxy may be given by a shareholder or his agent by telegram, cable, telephonic transmission or by any other means of electronic communication so long as that telegram, cable, telephonic transmission or other means of electronic communication either sets forth or is submitted with information from which it can be determined that the proxy was authorized by the shareholder or his agent. No proxy shall be valid for more than 11 months, unless a longer time is expressly provided therein. Unless it is irrevocable as provided in subsection 14A:5-19(3), a proxy shall be revocable at will. The grant of a later proxy revokes any earlier proxy unless the earlier proxy is irrevocable. A proxy shall not be revoked by the death or incapacity of the shareholder, but the proxy shall continue to be in force until revoked by the personal representative or guardian of the shareholder. The presence at any meeting of any shareholder who has given a proxy does not revoke the proxy unless the shareholder files written notice of the revocation with the secretary of the meeting prior to the voting of the proxy or votes the shares subject to the proxy by written ballot. (2) A person named in a proxy as the attorney or agent of a shareholder may, if the proxy so provides, substitute another person to act in his place, including any other person named as an attorney or agent in the same proxy. The substitution shall not be effective until an instrument effecting it is filed with the secretary of the corporation. (3) A proxy which states that it is irrevocable is irrevocable if coupled with an interest either in the stock itself or in the corporation and, in particular and without limitation, if it is held by any of the following or a nominee of any of the following: (a) A pledgee; (b) A person who has purchased or agreed to purchase the shares; (c) A creditor of the corporation who has extended credit or has agreed to continue to extend credit to the corporation if the proxy is given in consideration of the extension or continuation; (d) A person who has agreed to perform services as an employee of the corporation if the proxy is given in consideration of the agreement; or (e) A person designated pursuant to the terms of an agreement as to voting between two or more shareholders. An irrevocable proxy becomes revocable when the interest which supports the proxy has terminated. (4) Unless noted conspicuously on the share certificate, an otherwise irrevocable proxy may be revoked by a person who becomes the holder of the shares without actual knowledge of the restriction. L.1968, c.350; amended 1973, c.366, s.15; 1988, c.94, s.20; 1998, c.144.
N.J. Stat. § 14A:10A-2 — NJ Code / Title 14A / Chapter 10A / Section 10A-2
Findings, declarations
Status: in_force

The Legislature hereby finds and declares it to be the public policy of this State, the following: a. Resident domestic corporations, as defined in this act, encompass, represent and affect, through their ongoing business operations, a variety of constituencies, including New Jersey shareholders, employees, customers, suppliers and local communities and their economies whose welfare is vital to the State's interests. b. In order to promote such welfare, the regulation of the internal affairs of resident domestic corporations as reflected in the laws of this State governing business corporations should allow for the stable, long-term growth of resident domestic corporations. c. Takeovers of public corporations financed largely through debt to be repaid in the short term by the sale of substantial assets of the target corporation, in other states, have impaired local employment conditions and disrupted local commercial activity. These takeovers prevent shareholders from realizing the full value of their holdings through forced mergers and other coercive devices. The threat of these takeovers also deprives shareholders of value by forcing the adoption of short-term business strategies as well as defensive tactics which may not be in the public interest. L. 1986, c. 74, s. 2.
N.J. Stat. § 14A:14-22 — NJ Code / Title 14A / Chapter 14 / Section 14-22
Judgment of dissolution
Status: in_force

After distribution of the corporation's assets as provided in section 14A:14-21, the Superior Court may make a judgment dissolving the corporation and declaring its charter forfeited and void.
L.1968, c.350.
N.J. Stat. § 14A:11-7 — NJ Code / Title 14A / Chapter 11 / Section 11-7
Procedure on failure to agree upon fair value; commencement of action to determine fair value
Status: in_force

(1) If the fair value of the shares is not agreed upon within the 30-day period limited by subsection 14A:11-6(2), the dissenting shareholder may serve upon the corporation upon which such demand has been made pursuant to subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) a written demand that it commence an action in the Superior Court for the determination of the fair value of the shares. Such demand shall be served not later than 30 days after the expiration of the 30-day period so limited and such action shall be commenced by the corporation not later than 30 days after receipt by the corporation of such demand, but nothing herein shall prevent the corporation from commencing such action at any earlier time. (2) If a corporation fails to commence the action as provided in subsection 14A:11-7(1), a dissenting shareholder may do so in the name of the corporation, not later than 60 days after the expiration of the time limited by subsection 14A:11-7(1) in which the corporation may commence such an action.
L.1968, c.350.
N.J. Stat. § 14A:14-20 — NJ Code / Title 14A / Chapter 14 / Section 14-20
Allowances to receiver and others; costs and expenses
Status: in_force

In any proceeding under this chapter, the court shall allow a reasonable compensation to the receiver for his services and his costs and expenses in the receivership action. It shall also allow reasonable compensation to the following for their services in the receivership action and their costs and expenses: the attorney for the receiver, the appraiser, the auctioneer, the accountant and other persons appointed by the court in connection with the receivership action.
L.1968, c.350.
N.J. Stat. § 14A:6-5 — NJ Code / Title 14A / Chapter 6 / Section 6-5
Vacancies and newly created directorships
Status: in_force

(1) Unless otherwise provided in the certificate of incorporation or the by-laws, any directorship not filled at the annual meeting, any vacancy, however caused, occurring in the board, and newly created directorships resulting from an increase in the authorized number of directors may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum of the board, or by a sole remaining director. A director so elected by the board shall hold office until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified. (2) Unless otherwise provided in the certificate of incorporation or by-laws, when one or more directors shall resign from the board effective at a future date, a majority of the directors, then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as herein provided in the filling of other vacancies. (3) Any directorship not filled by the board may be filled by the shareholders at an annual meeting or at a special meeting of shareholders called for that purpose. (4) If by reason of death, resignation or other cause a corporation has no directors in office, any shareholder or the executor or administrator of a deceased shareholder may call a special meeting of shareholders for the election of directors and, over his own signature, shall give notice of said meeting in accordance with section 14A:5-4 except to the extent that such notice is waived pursuant to section 14A:5-5. L.1968, c.350; amended 1988,c.94,s.27.
N.J. Stat. § 14A:12-1 — NJ Code / Title 14A / Chapter 12 / Section 12-1
Methods of dissolution
Status: in_force

(1) A corporation may be dissolved in any one of the following ways (a) By the filing of a certificate of dissolution pursuant to section 14A:12-5.1 upon expiration of any period of duration stated in the corporation's certificate of incorporation; (b) By action of the incorporators or directors pursuant to section 14A:12-2; (c) By action of the shareholders pursuant to section 14A:12-3; (d) By action of the board and the shareholders pursuant to section 14A:12-4; (e) By action of a shareholder or shareholders pursuant to section 14A:12-5; (f) By a judgment of the Superior Court in an action brought pursuant to section 14A:12-6 or 14A:12-7, or otherwise; (g) Automatically by a proclamation of the Secretary of State repealing or revoking a certificate of incorporation for nonpayment of taxes or for failure to file annual reports; (h) By action of a corporation without assets pursuant to section 14A:12-4.1. (2) A corporation which has been dissolved in a proceeding pursuant to section 14A:12-6 or 14A:12-7, or which has been dissolved, or whose charter has been forfeited or revoked, for a cause or by a method not mentioned in this section, shall be subject to all the provisions of this Chapter and of Chapter 14, to the extent that such provisions are compatible with a court directed dissolution, or with the statute or common-law proceeding pursuant to which such dissolution, forfeiture or revocation is effected. L.1968, c.350; amended 1973,c.366,s.64; 1988,c.94,s.67.
N.J. Stat. § 14A:16-3 — NJ Code / Title 14A / Chapter 16 / Section 16-3
Acts repealed
Status: in_force

The following acts and parts of acts, and all other acts which are inconsistent with this act, except those specifically saved from repeal by this act, are hereby repealed: Title 14 of the Revised Statutes P.L.1938, c. 178 (C. 14:15-7 through C. 14:15-9) P.L.1938, c. 180 (C. 14:15-10) P.L.1938, c. 303 (C. 14:13-15) P.L.1942, c. 124 (C. 14:3-14) P.L.1943, c. 175 (C. 14:8-3.1) P.L.1945, c. 131 (C. 14:3-15 through C. 14:3-17) P.L.1950, c. 220 (C. 14:3-13.1 through C. 14:3-13.4) P.L.1950, c. 282 (C. 14:4-4.1) P.L.1951, c. 254 (C. 14:13-7.1 through C. 14:13-7.3) P.L.1952, c. 33 (C. 14:12-10) P.L.1963, c. 161 (C. 14:4-7, C. 14:4-8) P.L.1964, c. 177 (C. 14:10-9.1) P.L.1967, c. 116 (C. 14:12A-1 through C. 14:12A-5) P.L.1968, c. 151 (C. 14:15-1.1) P.L.1968, c. 168 (C. 14:1-3.1) P.L.1968, c. 262 (C. 14:3-18)
L.1968, c.350.
N.J. Stat. § 14A:3-6.4 — NJ Code / Title 14A / Chapter 3 / Section 3-6.4
Stay of proceeding.
Status: in_force

4. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding as the court deems appropriate. L.2013, c.42, s.4.
N.J. Stat. § 14A:11-11 — NJ Code / Title 14A / Chapter 11 / Section 11-11
Disposition of shares acquired by corporation
Status: in_force

14A:11-11. Disposition of shares acquired by corporation. (1) The shares of a dissenting shareholder in a transaction described in subsection 14A:11-1(1) shall become reacquired by the corporation which issued them or by the surviving corporation, as the case may be, upon the payment of the fair value of shares. (2) (Deleted by amendment, P.L.1995, c.279.) (3) In an acquisition of shares pursuant to section 14A:10-9 or section 14A:10-13, the shares of a dissenting shareholder shall become the property of the acquiring corporation upon the payment by the acquiring corporation of the fair value of such shares. Such payment may be made, with the consent of the acquiring corporation, by the corporation which issued the shares, in which case the shares so paid for shall become reacquired by the corporation which issued them and shall be cancelled. L.1968, c.350; amended 1995,c.279,s.17.
N.J. Stat. § 14A:5-12 — NJ Code / Title 14A / Chapter 5 / Section 5-12
Greater voting requirements
Status: in_force

(1) The provisions of the certificate of incorporation shall control whenever, with respect to any action to be authorized by the shareholders of a corporation, including the election of directors, the certificate of incorporation requires the affirmative vote of a greater proportion of the votes cast, including a unanimous vote, by the holders of shares entitled to vote thereon, or by the holders of shares of any class or series thereof, than is required by this act with respect to such action. (2) An amendment of the certificate of incorporation which changes or deletes such a provision shall be authorized by the same vote as would be required to take action under the provision. L.1968, c.350; amended 1988,c.94,s.18.
N.J. Stat. § 14A:5-8 — NJ Code / Title 14A / Chapter 5 / Section 5-8
Voting list
Status: in_force

(1) The officer or agent having charge of the stock transfer books for shares of a corporation shall make a complete list of the shareholders entitled to vote at a shareholders' meeting or any adjournment thereof. A list required by this subsection may consist of cards arranged alphabetically or any equipment which permits the visual display of the information required by this section. Such list shall (a) Be arranged alphabetically within each class, series, or group of shareholders maintained by the corporation for convenience of reference, with the address of, and the number of shares held by, each shareholder; (b) Be produced (or available by means of a visual display) at the time and place of the meeting; (c) Be subject to the inspection of any shareholder for reasonable periods during the meeting; and (d) Be prima facie evidence as to who are the shareholders entitled to examine such list or to vote at any meeting. (2) If the requirements of this section have not been complied with, the meeting shall, on the demand of any shareholder in person or by proxy, be adjourned until the requirements are complied with. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting prior to the making of any such demand. L.1968, c.350; amended 1973,c.366,s.14; 1988,c.94,s.17.
N.J. Stat. § 14A:13-15 — NJ Code / Title 14A / Chapter 13 / Section 13-15
Notice of business activities report; necessity; filing; activities or property maintenance covered
Status: in_force

Every foreign corporation which during any calendar or fiscal accounting year ending after December 31, 1973, carried on any activity or owned or maintained any property in this State, unless specifically exempted under section 3 of this act, shall be required to file a notice of business activities report, as hereinafter provided. Activities or property maintenance in this State which require corporations to file this report are: a. the maintenance in this State of an office or other place of business; or b. the maintenance of personnel in this State, including the presence of employees, agents, representatives or independent contractors in connection with the corporation's business, even though not regularly stationed in this State; or c. the ownership or maintenance of real and/or tangible personal property directly used by the corporation in this State; or d. the ownership or maintenance of tangible and/or intangible property in this State which is used by others; or e. receiving payments from persons residing in this State, or businesses located in this State, aggregating in excess of $25,000.00 regardless of any other connections with this State; or f. the derivation of income from any source or sources within this State; or g. any other activity or property in, or interrelationships with, this State as designated by the director. L.1973, c. 171, s. 2, eff. June 7, 1973.
N.J. Stat. § 14:7-5 — NJ Code / Title 14 / Chapter 7 / Section 7-5
Residence of directors and officers of corporations organized under special charter
Status: in_force

The directors and officers of a corporation incorporated under any special charter need not reside in any designated county or counties of this state. This section shall not apply to mutual fire insurance companies incorporated by special charter. L.1937, c. 188.
N.J. Stat. § 14A:11-4 — NJ Code / Title 14A / Chapter 11 / Section 11-4
Termination of right of shareholder to be paid the fair value of his shares
Status: in_force

(1) The right of a dissenting shareholder to be paid the fair value of his shares under this Chapter shall cease if (a) he has failed to present his certificates for notation as provided by subsection 14A:11-2(6), unless a court having jurisdiction, for good and sufficient cause shown, shall otherwise direct; (b) his demand for payment is withdrawn with the written consent of the corporation; (c) the fair value of the shares is not agreed upon as provided in this Chapter and no action for the determination of fair value by the Superior Court is commenced within the time provided in this Chapter; (d) the Superior Court determines that the shareholder is not entitled to payment for his shares; (e) the proposed corporate action is abandoned or rescinded; or (f) a court having jurisdiction permanently enjoins or sets aside the corporate action. (2) In any case provided for in subsection 14A:11-4(1), the rights of the dissenting shareholder as a shareholder shall be reinstated as of the date of the making of a demand for payment pursuant to subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) without prejudice to any corporate action which has taken place during the interim period. In such event, he shall be entitled to any intervening preemptive rights and the right to payment of any intervening dividend or other distribution, or, if any such rights have expired or any such dividend or distribution other than in cash has been completed, in lieu thereof, at the election of the board, the fair value thereof in cash as of the time of such expiration or completion.
L.1968, c.350.
N.J. Stat. § 14A:2-2 — NJ Code / Title 14A / Chapter 2 / Section 2-2
Corporate name of domestic or foreign corporations
Status: in_force

(1) The corporate name of a domestic corporation or of a foreign corporation authorized to transact business in this State (a) Shall not contain any word or phrase, or abbreviation or derivative thereof, which indicates or implies that it is organized for any purpose other than one or more of the purposes permitted by its certificate of incorporation; (b) Shall be such as to distinguish it upon the records in the office of the Secretary of State from the names of other for profit and nonprofit domestic corporations and for profit and nonprofit foreign corporations qualified to do business in this State and from the names of domestic limited partnerships and foreign limited partnerships and from names subject to a current name reservation or a current name registration, unless there is filed a certified copy of a final judgment of a court of competent jurisdiction establishing the prior right of the corporation to the use of such name in this State; (c) Shall not contain any word or phrase, or any abbreviation or derivative thereof, the use of which is prohibited or restricted by any other statute of this State, unless any such restrictions have been complied with; and (d) Shall contain the word "corporation," "company," "incorporated," or shall contain an abbreviation of one of those words, or shall include the abbreviation Ltd. or shall contain words or abbreviations of like import in other languages, except that a foreign corporation which does not have those words or an abbreviation thereof in its name shall add at the end of its name one of those words or an abbreviation thereof for use in this State. (2) This section (a) Shall not require any domestic corporation or any foreign corporation authorized to transact business in this State to change its corporate name; and (b) Shall not prevent a domestic corporation with which another corporation, domestic or foreign, is merged, or which is formed by the reorganization or consolidation of one or more other domestic or foreign corporations or upon a sale, lease or other disposition to, or exchange with, a domestic corporation of all or substantially all the assets of another corporation, domestic or foreign, including its name, from having the same corporate name as any of such corporations if at the time such other corporation was organized under the laws of, or is authorized to transact business in, this State. (3) If the name of a foreign corporation is not available for use in this State because of the prohibitions of subsection 14A:2-2 (1), such corporation may be authorized to transact business in this State under an assumed name which is available for corporate use under this section. Such corporation shall file in the office of the Secretary of State with its application for an original or amended certificate of authority a resolution of its board adopting such assumed name for use in transacting business in this State. (4) The corporate name of a domestic corporation or nonprofit corporation which has been dissolved shall not be available for corporate use for one year after the effective time of dissolution, unless, within such one-year period, the written consent of such dissolved corporation to the adoption of its name is filed in the office of the Secretary of State with the certificate of incorporation of another domestic corporation or with the application of a foreign corporation for an original or amended certificate of authority to transact business in this State. (5) The filing in the office of the Secretary of State of the certificate of incorporation of a domestic corporation or the issuance by the Secretary of State of a certificate to a foreign corporation authorizing it to transact business in this State shall not preclude an action by this State to enjoin a violation of this section or an action by any person adversely affected to enjoin such violation or the use of a corporate name in violation of the rights of such person, whether on principles of unfair competition or otherwise. The court in any such action may grant any other appropriate relief. L.1968, c.350.; amended 1973,c.366,s.2; 1983,c.490,s.1; 1988,c.94,s.7.
N.J. Stat. § 14A:1-5 — NJ Code / Title 14A / Chapter 1 / Section 1-5
Reservation of power
Status: in_force

This act may be supplemented, altered, amended or repealed by the Legislature, and every corporation, domestic or foreign, to which this act applies shall be bound thereby.
L.1968, c.350.
N.J. Stat. § 14A:3-6.6 — NJ Code / Title 14A / Chapter 3 / Section 3-6.6
Court's approval required.
Status: in_force

6. A derivative proceeding or a shareholder class action may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected. L.2013, c.42, s.6.
N.J. Stat. § 14A:12-15 — NJ Code / Title 14A / Chapter 12 / Section 12-15
Jurisdiction of the Superior Court
Status: in_force

At any time after a corporation has been dissolved in any manner, a creditor, as defined in subsection 14A:12-12(3), or a shareholder of the corporation, or the corporation itself, may apply to the Superior Court for a judgment that the affairs of the corporation and the liquidation of its assets continue under the supervision of the court. The court shall have power to proceed in a summary manner or otherwise upon such application, and shall make such orders and judgments as may be required, including, but not limited to, the continuance of the liquidation of the corporation's assets by its officers and directors under the supervision of the court, or the appointment of a receiver of the corporation, who shall be vested with all the powers provided in Chapter 14 to be exercised by receivers appointed to liquidate the affairs of a corporation. L.1968, c.350; amended by L.1973, c. 366, s. 72, eff. May 1, 1974.
N.J. Stat. § 14A:9-5 — NJ Code / Title 14A / Chapter 9 / Section 9-5
Restated certificate of incorporation
Status: in_force

(1) A corporation may restate and integrate in a single certificate the provisions of its certificate of incorporation as theretofore amended, including any provision effected by a merger or consolidation and any further amendments as may be adopted concurrently with the restated certificate. (2) If the proposed restated certificate merely restates and integrates, but does not substantively amend the certificate of incorporation as theretofore amended, it may be adopted by the board. (3) If the proposed restated certificate restates and integrates and also substantively amends the certificate of incorporation as theretofore amended, such restated certificate shall be adopted in the following manner: (a) The board shall approve the proposed restated certificate and direct that it be submitted to a vote at a meeting of the shareholders; (b) Written notice setting forth the proposed restated certificate shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this act for the giving of notice of such meeting; (c) At such meeting a vote of shareholders entitled to vote thereon shall be taken on the proposed restated certificate. The proposed restated certificate shall be adopted upon receiving a number of votes sufficient to adopt an amendment to the corporation's certificate of incorporation. The voting requirements of this section shall be subject to such greater requirements as are provided in this act for specific amendments or as may be provided in the certificate of incorporation. (4) The restated certificate shall recite that it is a restated certificate and shall contain all such provisions as are required in an original certificate of incorporation filed at the time the restated certificate is filed, except that (a) It shall state the address of the corporation's then current registered office, and the name of its then current registered agent, and it shall also state the number, names and addresses of the directors constituting its then current board; (b) It need not include statements as to the incorporator or incorporators or as to the first directors or the first registered office and registered agent; (c) If, pursuant to subsection 14A:9-5(6), the restated certificate is to become effective subsequent to the time of filing, it shall state the date when it is to become effective. (5) The restated certificate shall be executed on behalf of the corporation, and shall be filed in the office of the Secretary of State. There shall be attached to it and filed therewith a certificate executed on behalf of the corporation and setting forth (a) The name of the corporation; (b) The date such restated certificate was adopted; and (c) If the restated certificate was adopted by the shareholders, it shall also set forth (i) 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 and series; (ii) the number of shares voted for and against such adoption, 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 adoption; and (iii) if any amendment of the certificate of incorporation made by such restated certificate 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. (6) The restated certificate shall become effective upon the date of filing with the Secretary of State or at such later time, not to exceed 90 days from the date of filing, as may be set forth therein. A restated certificate adopted in the manner prescribed herein, whether by action of the board alone pursuant to subsection 14A:9-5 (2) or by action of the board and the shareholders pursuant to subsection 14A:9-5(3), shall supersede for all purposes the original certificate of incorporation and all amendments thereto made prior to the adoption of such restated certificate, and such restated certificate may be separately certified as the certificate of incorporation. L.1968, c.350; amended 1969,c.102,ss.13,17; 1973,c.366,s.49; 1988,c.94,s.55.
N.J. Stat. § 14A:17-7 — NJ Code / Title 14A / Chapter 17 / Section 17-7
Rendering of professional service limited to licensed personnel; charges authorized
Status: in_force

7. Rendering of professional service limited to licensed personnel; charges authorized. No professional corporation or foreign professional legal corporation may render professional services in this State except through its officers, employees and agents who are duly licensed or otherwise legally authorized to render such professional services within this State; provided, however, that this provision shall not be interpreted to include in the term "employee" as used herein clerks, secretaries, administrators, bookkeepers, technicians and other assistants who are not usually and ordinarily considered by law, custom and practice to be rendering professional service to the public for which a license or other legal authorization is required in connection with the profession to be practiced, nor does the term "employee" include any other person who performs all his employment under the direct supervision and control of an officer, agent or employee who is himself rendering professional service to the public on behalf of the professional corporation; provided, that no person shall, under the guise of employment, practice a profession unless duly licensed to practice that profession under the laws of this State. Notwithstanding any other or contrary provisions of the laws of the State, a professional corporation or foreign professional legal corporation may charge for its services, may collect such charges, and may compensate its officers, employees and agents, including those persons excluded from the term "employee" as used herein. L.1969,c.232,s.7; amended 1991,c.105,s.2; 1995,c.375,s.3.
N.J. Stat. § 14A:18-11 — NJ Code / Title 14A / Chapter 18 / Section 18-11
Annual benefit report.
Status: in_force

11. a. A benefit corporation shall deliver to each shareholder an annual benefit report including: (1) A narrative description of: (a) The ways in which the benefit corporation pursued a general public benefit during the year and the extent to which the general public benefit was created; (b) The ways in which the benefit corporation pursued any specific public benefit that the certificate of incorporation states is the purpose of the benefit corporation to create and the extent to which that specific public benefit was created; and (c) Any circumstances that have hindered the creation by the benefit corporation of general or specific public benefits; (2) An assessment of the social and environmental performance of the benefit corporation, prepared in accordance with a third-party standard applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application; (3) The name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed; (4) The compensation paid by the benefit corporation during the year to each director in that capacity; (5) The name of each person that owns 5% or more of the outstanding shares of the benefit corporation either beneficially, to the extent known to the benefit corporation without independent investigation, or of record; and (6) The statement of the benefit director described in section 7 of this act. b. The benefit report must be sent annually to each shareholder within 120 days following the end of the fiscal year of the benefit corporation or at the same time that the benefit corporation delivers any other annual report to its shareholders. c. A benefit corporation must post its most recent benefit report on the public portion of its website, if any, except that the compensation paid to directors and any financial or proprietary information included in the benefit report may be omitted from the benefit report as posted. d. (1) With the delivery of the benefit report to shareholders pursuant to subsection b. of this section, the benefit corporation must deliver a copy of the benefit report to the Department of the Treasury for filing, except that the compensation paid to directors and any financial or proprietary information included in the benefit report may be omitted from the benefit report as filed under this section. The State Treasurer shall charge a fee of $70 for filing a benefit report. (2) If a benefit corporation has not delivered a benefit report to the department for a period of two years, the department may prepare and file a statement that the corporation has forfeited its status as a benefit corporation and is no longer subject to this act. If the corporation subsequently delivers a benefit report to the department for filing, the status of the corporation as a benefit corporation shall be automatically reinstated upon the filing of the benefit report by the department and the corporation shall again be subject to this act. L.2011, c.30, s.11.
N.J. Stat. § 14A:3-6.1 — NJ Code / Title 14A / Chapter 3 / Section 3-6.1
Definitions relative to derivative proceedings and shareholder class actions.
Status: in_force

1. As used in this section: "Derivative proceeding" means a civil suit in the right of a domestic corporation. "Shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf. "Shareholder class action" means a civil suit by a shareholder against a domestic corporation or its directors or officers which alleges a breach of any duty by the directors or officers or the corporation which is imposed in whole or in part by statutory or common law of the State of New Jersey and seeks a right, remedy, or damages on behalf of a class of the domestic corporation's shareholders. L.2013, c.42, s.1.
N.J. Stat. § 14A:1-9 — NJ Code / Title 14A / Chapter 1 / Section 1-9
Certificates and certified copies.
Status: in_force

(1) Upon request of any person, the Secretary of State shall furnish certified copies of documents filed in his office in accordance with the provisions of this act. (2) Upon request of any person, the Secretary of State shall certify to the existence or non-existence of any facts on record in his office relating to domestic or foreign corporations. (3) In addition, the Secretary of State shall provide information and documents upon telephone request and over the counter in accordance with sections 3 and 4 of P.L. 1982, c. 150 (C. 52:16A-37 and C. 52:16A-38). L.1968, c.350; amended 1988, c. 94, s. 4.