SUPERIOR COURT OF NEW JERSEY 

 APPELLATE DIVISION 

 DOCKET NO. A-0775-22 

NG FLOORING, INC., d/b/a 

FLOORINGDOCTOR.COM, 

 Plaintiff-Appellant, 

v.

DEROCHI DESIGN AND 

BUILD, LLC, 

 Defendant-Respondent. 

__________________________

Submitted April 8, 2024 – Decided April 30, 2024 

Before Judges Sabatino and Vinci. 

On appeal from the Superior Court of New Jersey, Law 

Division, Mercer County, Docket No. L-1769-20.

Jeffrey Harris Ward, attorney for appellant. 

Law Offices of Cohen & Riechelson, attorneys for 

respondent (Philip Cohen, on the brief). 

PER CURIAM 

NOT FOR PUBLICATION WITHOUT THE 

APPROVAL OF THE APPELLATE DIVISION 

This opinion shall not "constitute precedent or be binding upon any court." Although it is posted on the 

internet, this opinion is binding only on the parties in the case and its use in other cases is limited. R. 1:36-3.
2 A-0775-22

This appeal arises from the trial court's application of provisions within 

the New Jersey corporate statutes that affect a plaintiff's standing to bring suit 

in our state courts. The appeal concerns the Law Division's dismissal with 

prejudice of a complaint by plaintiff, NG Flooring, Inc. ("NG Flooring"), doing 

business as flooringdoctor.com, against defendant, DeRochi Design and Build, 

LLC ("DeRochi"), for breach of contract and other claims. The trial court 

dismissed the lawsuit because of NG Flooring's alleged noncompliance with 

various annual corporate registration requirements set forth in Title 14A. Based 

on our de novo review of the legal questions presented, we reverse and reinstate 

NG Flooring's lawsuit. 

We briefly summarize the relevant facts and allegations. Pursuant to a 

written contract, NG Flooring, a Pennsylvania corporation, completed flooring 

work for DeRochi in New Jersey, starting in 2016 and ending in 2017. At the 

time of those services, NG Flooring had a valid certificate of authority to do 

business in this State under N.J.S.A. 14:12-11(1). A dispute over the work 

arose, and NG Flooring claimed that DeRochi owed it $87,677. DeRochi denied 

owing that amount and, in fact, claimed that NG Flooring owed it money. 

Of pertinence here, NG Flooring's certificate of authority was revoked by 

the State on July 16, 2019, because it had not paid the $75 annual registration 
3 A-0775-22

fee for calendar years 2017 and 2018. By that point, NG Flooring was no longer 

engaged in business activities in New Jersey. 

In October 2020, NG Flooring filed the present breach of contract action 

against DeRochi. DeRochi filed a counterclaim against NG Flooring, but that 

pleading was dismissed with prejudice and the dismissal is not cross-appealed. 

On the brink of trial in 2022, DeRochi moved to dismiss NG Flooring's 

lawsuit, upon discovering that NG Flooring no longer had a valid certificate of 

authority and had not been filing annual reports with the Secretary of State as a 

foreign corporation pursuant to N.J.S.A. 14A:13-15. DeRochi asserted NG 

Flooring now lacks standing to be a plaintiff in the New Jersey courts, relying 

upon preclusive language within N.J.S.A. 14A:13-11(1) and N.J.S.A. 14A:13-

20. NG Flooring responded that it does not need a certificate or to file reports 

because it is not transacting business in New Jersey at present, although it had 

been making the requisite filings when it was doing business here. 

The trial court agreed with defendant's interpretation of the statutes and 

dismissed the complaint due to lack of subject matter jurisdiction. The court 

also denied NG Flooring an opportunity to cure the filing defect, specifying that 

the dismissal was with prejudice. 
4 A-0775-22

We analyze the legal issues of statutory interpretation and jurisdiction 

presented by NG Flooring de novo. "The determination of whether subject 

matter jurisdiction exists is a legal question, which we review de novo." 

AmeriCare Emergency Med. Serv., Inc. v. City of Orange Twp., 463 N.J. Super. 

562, 570 (App. Div. 2020) (citing Santiago v. N.Y. & N.J. Port Auth., 429 N.J. 

Super. 150, 156 (App. Div. 2012)). "A trial court's interpretation of the law and 

the legal consequences that flow from established facts are not entitled to any 

special deference." Rowe v. Bell & Gosset Co., 239 N.J. 531, 552 (2019) 

(quoting Manalapan Realty, L.P. v. Twp. Comm. of Manalapan, 140 N.J. 366, 

378 (1995)). 

The issues before us involve an assortment of provisions within Title 14A 

applicable to out-of-state corporations such as NG Flooring that conduct 

business activities in New Jersey. We highlight the pertinent terms of those 

provisions, as follows. 

Chapter 13 of the General Corporations Act ("the Corporations Act") 

contains directives on how that statute is applied to foreign corporations.1 The 

main provision of the Corporations Act involved here is N.J.S.A. 14A:13-11(1), 

1

 For purposes of analysis, a "foreign" corporation is one organized under the 

laws of another state or country. 
5 A-0775-22

which specifies the need for certain foreign corporations to obtain a certificate 

of authority to do business in this State, and the consequences of failing to obtain 

and maintain such a certificate when it is required. 

Specifically, N.J.S.A. 14A:13-11(1) states: 

(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. 

[Ibid. (emphasis added).] 

Meanwhile, N.J.S.A. 14A:13-2, specifies the rights and privileges that 

foreign corporations can enjoy after obtaining a certificate of authority, as well 

as penalties for not obtaining a certificate: 

(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 corporation2 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 

2

 Among the sixteen enumerated general powers provided to corporations under 

the General Corporations Act is the power: "to sue and be sued, complain and 

defend and participate as a party or otherwise in any judicial, administrative, 

arbitrative or other proceeding, in its corporate name[.]" N.J.S.A. 14A:3-1, -(b) 

(emphasis added). 
6 A-0775-22

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. 

[N.J.S.A. 14A:13-2(2), (3) (emphasis added).] 

The Commissioner's Comment to this provision issued upon its enactment in 

1968 observes that "Subsection 14A:13-2(3) leaves to the courts the question of 

the rights and privileges of foreign corporations which transact business in this 

State without a certificate of authority." Ibid., Commr's cmt. (1968) (emphasis 

added). 

 Of central importance here, the Corporations Act delineates when a 

foreign corporation is "transacting business" in New Jersey and thereby required 

to obtain and maintain a certificate of authority: 

(1) No foreign corporation shall have the right to 

transact business in this State until it shall have

procured a certificate of authority to do so from the 

Secretary of State. . . . 

 

(2) Without excluding other activities which may not 

constitute transacting business in this State, a foreign 

corporation shall not be considered to be transacting 

business in this State, for the purposes of this act, by 
7 A-0775-22

reason of carrying on in this State any one or more of 

the following activities3

(a) maintaining, defending or otherwise 

participating in any action or proceeding, 

whether judicial, administrative, arbitrative or 

otherwise, or effecting the settlement thereof or 

the settlement of claims or disputes;4

 

 [N.J.S.A. 14A:13-3(1), (2), (2)(a) (emphasis added).] 

 The Corporations Act next expresses the purpose of the certificate of 

authority and how long the "authority to transact . . . business" continues: 

Upon the issuance of a certificate of authority by the 

Secretary of State, the foreign corporation shall be 

authorized to transact in this State any business of the 

character set forth in its application. Such authority 

shall continue so long as it retains its authority to 

transact such business in the jurisdiction of its 

incorporation and its authority to transact business in 

this State has not been surrendered, suspended or 

revoked. 

3

 The Commissioner's Comment in 1968 explains that "Subsection 14A:13-3(2) 

is new . . . . It differs from Title 14 by setting forth a non-exclusive list of certain 

activities . . . any one or more of which a foreign corporation may carry on in 

this State without having first secured a certificate of authority." N.J.S.A. 

14A:13-2, Commr's cmt. (1968) (emphasis added). 

4

 A treatise on New Jersey corporations law and forms similarly points out that 

"N.J.S.A. 14A:13-3(2) sheds some light on th[e] question [of when a corporation 

must apply for a certificate of authority] by providing that a foreign corporation 

need not obtain a certificate of authority if its only contacts with New Jersey" 

include the listed activities. 15A N.J. Practice, Legal Forms § 28:1, ¶3 (James 

H. Walzer) (4th ed. 2009) (emphasis added). 
8 A-0775-22

 [N.J.S.A. 14A:13-5 (emphasis added).]

 The effect of a certificate of authority's revocation is addressed in N.J.S.A. 

14A:13-10, which provides: 

(1) In addition to any other ground for revocation 

provided by law, the certificate of authority of a foreign 

corporation to transact business in this State may be 

revoked by the Secretary of State upon the conditions 

prescribed in this section when 

. . . 

(e) the corporation has failed to file its 

annual report within the time required by 

this act. 

. . . 

 

(4) The issuance of the certificate of revocation shall 

have the same force and effect as the issuance of a

certificate of withdrawal under subsection 14A:13-

8(2). 

[N.J.S.A. 14A:13-10 (emphasis added).] 

The above cross-reference to N.J.S.A. 14A:13-8(2), equating the 

consequences of a certificate of authority's revocation to that of a foreign 

corporation's withdrawal from New Jersey, portends the following 

consequences: 

(2) Upon the filing of the application for withdrawal, 

the Secretary of State shall issue to the corporation a 

certificate of withdrawal, whereupon 
9 A-0775-22

(a) the authority of the corporation to 

transact business in this State shall cease; 

(b) the authority of its registered agent in 

this State to accept service of any process 

against the corporation shall be deemed 

revoked; 

(c) the corporation shall be deemed to have 

irrevocably consented that service of 

process in any action or proceeding based 

upon any liability or obligation incurred by 

it within this State before the issuance of 

the certificate of withdrawal may thereafter 

be made on such corporation by service 

thereof on the Secretary of State or the 

chief clerk in his office . . . . 

[N.J.S.A. 14A:13-8(2) (emphasis added).]

Applying these provisions from the Corporations Act to the circumstances 

of this case, the pivotal question of law is "Was NG Flooring 'transacting 

business' in New Jersey at the time it filed its complaint against defendant in 

October 2020?" The answer is no. 

 There is no dispute that, at the time NG Flooring provided services to 

DeRochi in 2016 and 2017, it possessed a valid certificate of authority. It is 

further uncontested that when NG Flooring filed suit against DeRochi in 2020, 
10 A-0775-22

it was no longer selling or providing products or services to customers within 

this State. 

The plain language of N.J.S.A. 14A:13-3(2)(a) makes clear that a foreign 

corporation's act of "maintaining . . . or otherwise participating in any action or 

proceeding, whether judicial, administrative, arbitrative or otherwise"—i.e., the 

sole identified activity of NG Flooring in New Jersey in 2020—"shall not be 

considered to be transacting business in this State, for the purposes of [the 

Corporations Act]." N.J.S.A. 14A:13-3(2)(a). NG Flooring was "maintaining" 

a lawsuit against defendant for unpaid goods and services it previously supplied 

in 2016 and 2017. It therefore was not "transacting business" by virtue of filing 

that lawsuit in our courts. The revocation of its certificate of authority in 2019 

has no bearing on the issue. 

The trial court erred in reaching a contrary conclusion. Its reliance on an 

unpublished opinion cited to it by defendant, which allegedly interpreted the 

statute differently in a fact pattern in which a foreign corporation had actually 

been transacting business without a valid certificate, was misplaced. See R. 

1:36-3.

We turn to the second basis on which the trial court dismissed NG 

Flooring's complaint: its failure to file annual reports of its business activities 
11 A-0775-22

with the Secretary of State under N.J.S.A. 14A:13-20(a). Defendant's dismissal 

motion fails as a matter of law on this ground as well. 

N.J.S.A. 14A:13-20(a) is part of the Corporation Business Activities 

Reporting Act, N.J.S.A. 14A:13-14 to -22 ("the Reporting Act"). The statute 

denotes when foreign corporations are precluded from affirmatively accessing 

the New Jersey courts for failure to comply with its terms. 

Section 13-20 of the Reporting Act provides as follows: 

a. No foreign corporation carrying on any activity or 

owning or maintaining any property in this State which 

has not obtained a certificate of authority to do business 

in this State and disclaims liability for the corporation 

business tax and the corporation income tax shall 

maintain any action or proceeding in any State or 

Federal court in New Jersey, until such corporation 

shall have filed a timely notice of business activities 

report. 

b. The failure of a foreign corporation to file a timely 

report shall prevent the use of the courts in this State 

for all contracts executed and all causes of action that 

arose at any time prior to the end of the last accounting 

period for which the corporation failed to file a required 

timely report. 

c. The court in which the issues arise shall be granted 

the power to excuse the corporation for failure to file a 

report when due, and restore the right of access to the 

courts in this State. Such failure to file a report shall 

be excusable where the court finds the corporation has 

sustained the burden of establishing that 
12 A-0775-22

(1) the failure to file a timely report was 

done in ignorance of the requirement to 

file, such ignorance was reasonable in all 

circumstances; and 

(2) all taxes, interest and civil penalties due 

the State for all periods have been paid, or 

provided for by adequate security or bond 

approved by the director, before the suit 

may proceed. 

[N.J.S.A. 14A:13-20 (emphasis added).] 

 The Reporting Act specifies which activities within New Jersey require 

foreign corporations to file a notice of business activities report with the State: 

Every foreign corporation which during any calendar or 

fiscal accounting year . . . carried on any activity or 

owned or maintained any property in this State, unless 

specifically exempted under section 3 of this act,5 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: 

 . . . 

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 

5

 Section 3 is codified at N.J.S.A. 14A:13-16. 
13 A-0775-22

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. 

[N.J.S.A. 14A:13-15, 15(e)-(g) (emphasis 

added).]

 N.J.S.A. 14A:13-16 provides that: 

A foreign corporation shall not be required to file a 

notice of business activities report if

a. by the end of an accounting period for 

which it was otherwise required to file a 

notice of business activities report under 

this act, it had received a certificate of 

authority to do business in this State; or

b. a timely return has been filed under the 

Corporation Business Tax Act or the 

Corporation Income Tax Act for such 

accounting period. 

[(Emphasis added).] 

In interpreting these provisions, our Supreme Court has explained that 

"[e]very foreign corporation subject to the Reporting Act must file an Activities 

Report with the Director of the Division of Taxation of the State of New Jersey, 

on or before the fifteenth day of the fourth month after the close of the 

corporation's calendar or fiscal accounting year." First Fam. Mortg. Corp. v. 
14 A-0775-22

Durham, 108 N.J. 277, 281 (1987) (citing N.J.S.A. 14A:13–18(a)) (emphasis 

added). However, as the Court further explained, "[p]ursuant to N.J.S.A. 

14A:13-16[(a), and] (b), a foreign corporation is not required to file, if it has 

received . . . a certificate of authority to do business in this [S]tate." Ibid. 

(emphasis added). 

The statute, as worded, signified that a "[f]ailure to file an Activities 

Report prevents a corporation from using New Jersey courts to pursue any cause 

of action arising 'at any time prior to the end of the last accounting period for 

which the corporation failed to file a required timely report.'" Id. at 288 (quoting 

N.J.S.A. 14A:13-20(b)) (emphasis added). That "harsh penalty" burdening

interstate commerce led the Court to declare it "constitutionally infirm," and 

resulted in the Court construing the statute to treat the preclusion as a temporary 

problem rather than a permanent one. Id. at 288-89, 292. In that vein, several 

published opinions of our state courts have allowed foreign corporations to cure 

the filing deficiency during the pendency of litigation. See e.g., Materials Rsch. 

Corp., 64 N.J. 74, 77, 77 n.1 (1973); Davis & Dorand, Inc. v. Patient Care Med. 

Servs. Inc., 208 N.J. Super. 450, 454, 459-60 (Law Div. 1985); Grow Farms 

Corp. v. Nat'l State Bank, 167 N.J. Super. 102, 114 (Law Div.1979); Menley & 

James Labs., Ltd. v. Vornado, Inc., 90 N.J. Super. 404, 414 (Ch. Div. 1966). 
15 A-0775-22

Applying these provisions and related case law principles, we are 

constrained to reverse the trial court's dismissal based on NG Flooring's alleged 

violation of the Reporting Act. The relevant sequence of events is instructive. 

The record indicates NG Flooring began its work for defendant in New 

Jersey in September 2016, and received its certificate of authority in December 

2016. Accounting periods are defined under the Reporting Act to "mean the 

calendar or fiscal year, or part thereof, for which a report is due under this act." 

N.J.S.A. 14A:13-17(e). The business activity reports, if required by N.J.S.A. 

14A:13-15, are due annually. N.J.S.A. 14A:13-18. Thus, the record clearly 

shows NG Flooring had duly obtained its certificate by the end of the first 

accounting period for which it would otherwise have needed to produce a report. 

Therefore, NG Flooring met the exemption provided for by N.J.S.A. 14A:13-

16(a) for the 2016 calendar year. That certificate remained in force through 

2017, the year when NG Flooring completed its work for defendant. It was not 

until July 2019 when the certificate was revoked. 

A plain reading of the Reporting Act signifies that a foreign corporation 

need not file a business activity report while its certificate of authority is still 

valid. See First Fam. Mortg., 108 N.J. at 281 (noting that "[p]ursuant to N.J.S.A. 

14A:13-16[(a), and ](b), a foreign corporation is not required to file, if it has 
16 A-0775-22

received . . . a certificate of authority to do business in this [S]tate"). Therefore, 

NG Flooring also meets the exemption for filing notice of business activity 

reports for the years 2017 and 2018 while its certificate was still valid. 

NG Flooring would have been required to submit a business activity report 

in December 2019 and annually thereafter only if it was "carrying on any 

activity" in New Jersey under N.J.S.A. 14A:13-15. See id. at 279-82, 287 

(noting "the reporting requirement is carefully limited to those corporations that 

satisfy any of the conditions cited in N.J.S.A. 14A:13-15"). There is no proof 

that NG Flooring carried on any such activity in New Jersey since its certificate 

was revoked and no record facts indicate the contrary. See Bonnier Corp. v. 

Jersey Cape Yacht Sales, Inc., 416 N.J. Super. 436, 444 (App. Div. 2010)

("Although the record before us is limited, it is apparent that defendant, as the 

moving party invoking what are, in essence, the windfall benefits of N.J.S.A. 

14A:13-11, has failed to sustain its burden by demonstrating that plaintiff has 

engaged in intrastate commerce within this State."). 

Hence, under a plain reading of the Reporting Act, N.J.S.A. 14A:13-14 to 

-22, NG Flooring is beyond the scope of its annual requirements, and the 

statute's penalty of the denial of access to the courts of this State does not apply. 

Even if we were to conclude otherwise, the trial court erred in dismissing the 
17 A-0775-22

complaint with prejudice and depriving NG Flooring of an opportunity to cure 

the filing omission pursuant to the criteria set forth in N.J.S.A. 14A:13-20(c). 

Reversed. Plaintiff's complaint is reinstated, and the case is remanded for 

further proceedings. Jurisdiction is not retained.