reglab/housing_qa huggingface dataset:
NJ Rev Stat § 15A:12-10 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-10 - Certificate of dissolution; contents; approval

15A:12-10. Certificate of dissolution; contents; approval  Upon authorization of dissolution in the manner specified in this chapter, a certificate of dissolution shall be executed and an original and a copy of the certificate shall be filed in the office of the Secretary of State in accordance with the section of this act pursuant to which the dissolution is authorized. The Secretary of State shall forward the copy to the Attorney General. The certificate of dissolution shall set forth: a. The name of the corporation; b. The name of the registered agent of the corporation; c. The location of the registered office of the corporation; d. The name and address of each of its officers and trustees, which addresses shall be either the residence address of such person or other address where that person regularly receives mail and which is not the address of the corporation; e. The plan of dissolution; f. That the corporation elects to dissolve; g. The manner in which the dissolution was authorized; h. A statement that the liabilities of the corporation have been discharged, or that adequate provision has been made therefor, or that the assets of the corporation are not sufficient to discharge its liabilities, and that all the assets of the corporation have been fairly applied, to the extent possible, to pay the liabilities; i. If the dissolution is effected by the written consent of all its members pursuant to section 15A:12-3 or of all its trustees pursuant to section 15A:12-5, that the certificate has been signed in person or by proxy by all the members entitled to vote thereon or by all the trustees of the corporation; j. If the dissolution is effected pursuant to section 15A:12-4, the text of the board resolution authorizing dissolution, the date and place of the meeting of members called to vote upon the dissolution, the total number of members entitled to vote on the dissolution and the number of members present at the meeting, the number of votes voted for and voted against the dissolution and, where applicable, the number of votes in each class voted for and voted against the dissolution; k. If the dissolution is effected pursuant to section 15A:12-6, that the dissolution is effected pursuant to a provision of the certificate of incorporation and that the certificate is executed and filed by the person or persons authorized by the certificate of incorporation; l . If the dissolution is effected pursuant to section 15A:12-7, the fact that the corporation is dissolved because of expiration of the period of duration stated in its certificate of incorporation or bylaws; and m. A statement that the plan of dissolution and the distribution of assets has been approved by a judge of the Superior Court or by a governmental body or officer if such approval is required. L.1983, c. 127, s. 15A:12-10, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-11 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-11 - Dissolution in action brought by the Attorney General

15A:12-11. Dissolution in action brought by the Attorney General  15A:12-11. Dissolution in Action Brought by the Attorney General. a. The Attorney General may bring an action in the Superior Court for the dissolution of a corporation upon the ground that the corporation: (1) Has procured its organization through fraudulent misrepresentation or concealment of a material fact; (2) Has had its certificate of incorporation revoked under subsection c. of section 15A:4-5 (failure to file its annual report); (3) Has conducted activities after the period of duration specified in its certificate of incorporation and has neither amended its certificate of incorporation to extend the period nor proceeded to liquidate and cease activities; (4) Has repeatedly exceeded the authority conferred upon it by law; (5) Has repeatedly conducted its business in an unlawful manner; (6) Has misused or improperly failed to use its powers, privileges or franchises; (7) Is insolvent; (8) Has suspended its ordinary activities for lack of funds; (9) Is conducting its activities in violation of its certificate of incorporation or, with respect to specific assets, in violation of any terms, conditions, or restrictions applicable to those assets imposed upon it; (10) Is conducting its activities at a great loss and with great prejudice to the interests of its creditors or members; or (11) Is conducting activities in a manner which is prejudicial to the public. b. The Superior Court may proceed in the action in a summary manner or otherwise. Upon a showing by clear and convincing evidence of any cause set forth in subsection a. of this section, the court may declare the corporation dissolved and a copy of the order of the court may be filed in the office of the Secretary of State as evidence thereof. c. The enumeration in subsection a. of this section of grounds for dissolution shall not exclude any other statutory or common law action by the Attorney General for the dissolution of a corporation or the revocation or forfeiture of its corporate franchises. L.1983, c.127, s.15A:12-11, eff. Oct. 1, 1983; amended 1997, c.139, s.4.
NJ Rev Stat § 15A:12-13 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-13 - Discontinuance of action or special proceeding

15A:12-13. Discontinuance of action or special proceeding  An action or special proceeding for the dissolution of a corporation may be discontinued at any stage when it is established that the cause for dissolution did not exist or no longer exists. In that event, the court shall dismiss the action or special proceeding and direct any receiver, appointed pursuant to this chapter, or other court appointed officer, to redeliver to the corporation all its remaining property. L.1983, c. 127, s. 15A:12-13, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-14 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-14 - Effective time of dissolution

15A:12-14. Effective time of dissolution  A corporation is dissolved: a. Upon the proclamation of the Secretary of State issued pursuant to subsection c. of section 15A:4-5; or b. When an original and a copy of a certificate of dissolution is filed in the office of the Secretary of State pursuant to section 15A:12-2, 15A:12-7, or 15A:12-10, except when a later time not to exceed 30 days after the date of filing is specified in the certificate of dissolution; or c. When a judgment of forfeiture of corporate existence or of dissolution is entered by a court of competent jurisdiction. L.1983, c. 127, s. 15A:12-14, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-15 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-15 - Effect of dissolution

15A:12-15. Effect of dissolution  a. Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not carry on activities except for the purpose of winding up its affairs by: (1) Collecting its assets; (2) Fulfilling or discharging its contracts; (3) Conveying for cash or upon deferred payments, with or without security, those of its assets as are not to be distributed in kind to its members; (4) Paying, satisfying and discharging its debts and other liabilities; and (5) Doing all other acts required to liquidate its activities and affairs. b. Subject to the provisions of subsection a. of this section, and except as otherwise provided by court order, the corporation, its officers, trustees and members shall continue to function for the purpose of winding up the affairs of the corporation in the same manner as if dissolution had not occurred. In particular, and without limiting the generality of the foregoing: (1) The trustees 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 15A:6-14; (2) Title to the corporation's assets shall remain in the corporation until transferred by it in the corporate name; (3) The dissolution shall not change quorum or voting requirements for the board or members, nor shall it alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, trustees or officers, or provisions regarding amendment or repeal of bylaws or adoption of new bylaws; (4) Memberships which were transferable prior to the dissolution may thereafter be transferred; (5) The corporation may sue and be sued in all courts and participate in actions and proceedings, whether judicial, administrative, arbitrative or otherwise, in its corporate name, and process may issue by and against the corporation in the same manner as if dissolution had not occurred; (6) No action brought against any corporation prior to its dissolution shall abate by reason of the dissolution. c. The dissolution of a corporation shall not affect any remedy available to or against the corporation, its trustees, officers or members, for any right or claim existing or any liability incurred before the dissolution, except as provided in section 15A:12-12 (jurisdiction of Superior Court to supervise dissolution and liquidation) or 15A:12-19 (filing or barring claims). L.1983, c. 127, s. 15A:12-15, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-17 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-17 - Effect of revocation of dissolution

15A:12-17. Effect of revocation of dissolution  a. Upon the filing of an original and a copy of a certificate of revocation as authorized by this act, the revocation of dissolution proceedings shall become effective, and the corporation may, subject to the provisions of subsection b. of this section, again conduct activities in the same manner as if the dissolution proceedings had never been commenced. b. If, pursuant to subsection d. of section 15A:2-2, a dissolved corporation has filed a written consent to the adoption of its name or a confusingly similar name by another, the subsequent revocation of dissolution proceedings pursuant to this section shall not restore the dissolved corporation's right to the use of its name. L.1983, c. 127, s. 15A:12-17, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-18 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-18 - Notice to creditors; filing claims

15A:12-18. Notice to creditors; filing claims  a. At any time after a corporation has been dissolved, the corporation, or a receiver appointed for the corporation pursuant to this chapter, may give notice requiring all creditors to present their claims in writing. The notice shall be published three times, once in each of 3 consecutive weeks, in a newspaper of general circulation in the county in which the registered office of the corporation is located and shall state that all persons who are creditors of the corporation shall present written proof of their claims to the corporation or the receiver, as the case may be, at a place and on or before a date named in the notice, which date shall not be less than 6 months after the date of the first publication. b. On or before the date of the first publication of the notice as provided in subsection a. of this section, the corporation, or the receiver, as the case may be, shall mail a copy of the notice to each known creditor of the corporation. The giving of the notice shall not constitute recognition that any person to whom the notice is directed is a creditor of the corporation other than for the purpose of receipt of notice hereunder. c. As used in this section, "creditor" means all persons to whom the corporation is indebted, and all other persons who have claims or rights against the corporation, whether liquidated or unliquidated, matured or unmatured, direct or indirect, absolute or contingent, secured or unsecured. d. Proof of the publication and mailing authorized by this section shall be made by an affidavit filed in the office of the Secretary of State. L.1983, c. 127, s. 15A:12-18, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-19 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-19 - Barring of claims of creditors

15A:12-19. Barring of claims of creditors  a. Any creditor as defined in subsection c. of section 15A:12-18 who does not file a claim as provided in the notice given pursuant to section 15A:12-18, and all those claiming through or under that creditor, shall be forever barred from suing on the claim or otherwise realizing upon or enforcing it except, in the case of a creditor who shows good cause for not having previously filed a claim, to the extent as the Superior Court may allow: (1) Against the corporation to the extent of any undistributed assets; or (2) If the undistributed assets are not sufficient to satisfy the claim, against a member or other person, corporation or corporate business entity to the extent of the distributee's ratable part of the claim, out of the assets of the corporation distributed to the distributee in liquidation or dissolution. b. This section shall not apply to claims which are in litigation on the date of the first publication of the notice pursuant to section 15A:12-18. L.1983, c. 127, s. 15A:12-19, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-20 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-20 - Disposition of rejected claims

15A:12-20. Disposition of rejected claims  If the corporation, or the receiver of a corporation appointed pursuant to this chapter, rejects in whole or in part any claim filed by a creditor, as defined in subsection c. of section 15A:12-18, the corporation or the receiver, as the case may be, shall mail notice of the rejection to the creditor. If the creditor does not bring suit upon the claim within 60 days from the time the notice was mailed, the creditor and all those claiming through or under that creditor shall, except as otherwise provided in this chapter, be forever barred from suing on the claim or otherwise realizing upon or enforcing it. Proof of the mailing required by this section shall be made by an affidavit filed in the office of the Secretary of State. L.1983, c. 127, s. 15A:12-20, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-21 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-21 - Jurisdiction of the superior court

15A:12-21. Jurisdiction of the superior court  At any time after a corporation has been dissolved in any manner, a creditor, as defined in subsection c. of section 15A:12-18, or a member of the corporation, or, where there are no members, a trustee 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 the application, and shall make 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 trustees 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.1983, c. 127, s. 15A:12-21, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-22 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-22 - Judgment of dissolution; filing copy

15A:12-22. Judgment of dissolution; filing copy  A copy of every judgment dissolving a corporation or forfeiting its charter shall be forthwith filed by the clerk of the court in the office of the Secretary of State, and a notation thereof shall be made by the Secretary of State on the charter or certificate of incorporation of the corporation affected. The Secretary of State shall notify the Attorney General of the action. L.1983, c. 127, s. 15A:12-22, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-23 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-23 - Dissolution upon liquidation

15A:12-23. Dissolution upon liquidation  No corporation shall be completely liquidated and all of its assets distributed unless provision is made for the dissolution of the corporation and the payment of all fees, taxes, and other expenses incidental thereto. L.1983, c. 127, s. 15A:12-23, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:13-1 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:13-1 - Holding and conveying real estate

15A:13-1. Holding and conveying real estate  A foreign corporation shall have the same powers with respect to real property located in this State, or any interest therein, as a domestic corporation. L.1983, c. 127, s. 15A:13-1, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:13-2 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:13-2 - Application of act to foreign corporations

15A:13-2. Application of act to foreign corporations  a. Foreign corporations which were duly authorized to conduct activities in this State prior to January 1, 1969, and which did not thereafter withdraw from this State and which remain so authorized on the effective date of this act, for a purpose or purposes for which a corporation might secure authority under this act, are deemed to be authorized to conduct activities under this act and 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 those 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. b. 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 the 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. c. A foreign corporation which conducts activities 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 a certificate of authority. L.1983, c. 127, s. 15A:13-2, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:13-3 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:13-3 - Admission of foreign corporation

15A:13-3. Admission of foreign corporation  a. A foreign corporation shall not have the right to conduct activities in this State until it shall have procured a certificate of authority so to do from the Secretary of State. The preceding sentence shall not be operative until 90 days after the effective date of this act. A foreign corporation may be authorized to conduct in this State any activities which may be done lawfully in this State by a domestic corporation, to the extent that it is authorized to conduct those activities in the jurisdiction of its incorporation, but no other activities. b. Without excluding other activities which may not constitute conducting activities in this State, a foreign corporation shall not be considered to be conducting activities in this State, for the purposes of this act, by reason of carrying on in this State any one or more of the following activities: (1) 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; (2) Holding meetings of its trustees or members; (3) Maintaining bank accounts or borrowing money, with or without security, even if the borrowings are repeated and continuous transactions and even if the security has a situs in this State; (4) Maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositories with relation to its securities. c. The specification in subsection b. of this section does not establish a standard for activities which may subject a foreign corporation to service of process or taxation in this State. L.1983, c. 127, s. 15A:13-3, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:13-4 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:13-4 - Application for certificate of authority

15A:13-4. Application for certificate of authority  a. To procure a certificate of authority to conduct activities in this State, a foreign corporation shall file in the office of the Secretary of State an original and a copy of an application executed on behalf of the corporation setting forth: (1) The name of the corporation and the jurisdiction of its incorporation; (2) The date of incorporation and the period of duration of the corporation; (3) The address of the main office or headquarters of the corporation; (4) 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 (5) The character of the activities it is to conduct in this State, together with a statement that it is authorized to conduct those activities in the jurisdiction of its incorporation. b. 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. If the certificate is in a foreign language, a translation thereof under oath of the translator shall be attached thereto. c. Upon the filing of the original and the copy of the application, the Secretary of State shall forward the copy to the Attorney General and shall issue to the foreign corporation a certificate of authority to conduct activities in this State. L.1983, c. 127, s. 15A:13-4, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:13-5 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:13-5 - Effect of certificate of authority

15A:13-5. Effect of certificate of authority  Upon the issuance of a certificate of authority by the Secretary of State, the foreign corporation shall be authorized to conduct in this State any activities of the character set forth in its application. The authority shall continue so long as it retains authority to conduct those activities in the jurisdiction of its incorporation and its authority to conduct activities in this State has not been surrendered or revoked. L.1983, c. 127, s. 15A:13-5, eff. Oct. 1, 1983.