reglab/housing_qa huggingface dataset:
NJ Rev Stat § 15A:10-7 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:10-7 - Merger or consolidation of domestic and foreign corporations

15A:10-7. Merger or consolidation of domestic and foreign corporations  a. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner: (1) Each domestic corporation shall comply with the provisions of this act with respect to the merger or consolidation of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the jurisdiction under which it is organized; (2) The certificate of merger or consolidation required by section 15A:10-5 shall be executed on behalf of each domestic corporation and each foreign corporation and, in addition to the information required by subsection a. of section 15A:10-5, shall set forth that the applicable provisions of the laws of the jurisdiction under which each foreign corporation was organized have been, or upon compliance with filing and recording requirements will have been, complied with; (3) If the surviving or new corporation is to be a foreign corporation and is to conduct activities in this State, it shall comply with the provisions of this act with respect to foreign corporations, and, whether or not it is to conduct activities in this State, the certificate of merger or consolidation required by section 15A:10-5 shall, in addition to other required information, set forth: (a) an agreement by the foreign corporation that it may be served with process in this State in any proceeding for the enforcement of any obligation of any domestic corporation or any foreign corporation, previously amenable to suit in this State, which is a party to the merger or consolidation, and (b) an irrevocable appointment by the foreign corporation of the Secretary of State of this State as its agent to accept service of process in any proceeding, and the post office address, within or without this State, to which the Secretary of State shall mail a copy of the process in the proceeding. b. If the surviving or new corporation is a domestic corporation, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations. If the surviving or new corporation is a foreign corporation, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except as the laws of the jurisdiction of incorporation of the foreign corporation shall provide otherwise. L.1983, c. 127, s. 15A:10-7, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:10-8 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:10-8 - Abandonment of merger or consolidation

15A:10-8. Abandonment of merger or consolidation  Prior to the time when a merger or consolidation authorized by this chapter shall become effective, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. If a certificate of merger or consolidation has been filed in the office of the Secretary of State prior to the abandonment, an original and a copy of a certificate of abandonment shall be filed in the office of the Secretary of State. The certificate shall be executed on behalf of each corporation which is a party to the plan of merger or consolidation, unless the plan permits abandonment by less than all of the corporations, in which event the certificate may be executed on behalf of the corporation or corporations exercising the right to abandon. The certificate shall state that the merger or consolidation has been abandoned in accordance with the provisions therefor set forth in the plan of merger or consolidation. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:10-8, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:10-9 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:10-9 - Acquisition of shares or assets

15A:10-9. Acquisition of shares or assets  Nothing contained in this chapter shall limit the right of any corporation to acquire all or some of the shares or the assets of another domestic corporation, foreign corporation or corporate entity. The certificate of incorporation or bylaws may contain provisions which restrict or limit a corporation as to the acquisition of shares or assets. L.1983, c. 127, s. 15A:10-9, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:10-10 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:10-10 - Sale or other disposition of assets in regular course of activities and mortgage or pledge of assets

15A:10-10. Sale or other disposition of assets in regular course of activities and mortgage or pledge of assets  The sale, lease, exchange, or other disposition of all, or substantially all, the assets of a corporation in the usual and regular course of its activities as conducted by the corporation, and the mortgage or pledge of any or all the assets of a corporation whether or not in the usual and regular course of activities as conducted by the corporation, may be made upon terms and conditions and for a consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds or other securities of any domestic corporation, foreign corporation, or any corporate business entity as shall be authorized by its board. Unless otherwise provided in the certificate of incorporation or bylaws, no approval of the members shall be required. L.1983, c. 127, s. 15A:10-10, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:10-11 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:10-11 - Sale or other disposition of assets other than in regular course of activities

15A:10-11. Sale or other disposition of assets other than in regular course of activities  a. A sale, lease, exchange, or other disposition of all, or substantially all, the assets of a corporation, if not in the usual and regular course of its activities as conducted by the corporation, may be made upon terms and conditions and for a consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds or other securities of any corporation, domestic or foreign, or any corporate business entity as may be authorized in the following manner: (1) If the corporation is without members entitled to vote thereon, the board shall adopt a resolution authorizing the sale, lease, exchange, or other disposition by a vote of not less than two-thirds of the trustees present. (2) If the corporation has members entitled to vote thereon: (a) The board shall recommend such sale, lease, exchange, or other disposition and direct that it be submitted to a vote at a meeting of members; (b) Written notice shall be given not less than 20 nor more than 60 days before the meeting to each member of record, whether or not entitled to vote at the meeting, in the manner provided in this act for the giving of notice of meetings of members, and the notice shall include, or shall be accompanied by a statement summarizing the principal terms of the proposed transaction; (c) At the meeting the members may approve the sale, lease, exchange, or other disposition and may fix, or may authorize the board to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor; the sale, lease, exchange or other disposition shall be approved upon receiving the affirmative vote of two-thirds of the votes cast by the members entitled to vote thereon, and, if any class of shares is entitled to vote thereon as a class, the affirmative vote of two-thirds of the votes cast in each class vote; and the voting requirement of this paragraph shall be subject to such greater or lesser requirements as are adopted pursuant to section 15A:5-12. b. Notwithstanding the approval or authorization by the members, the board may abandon the sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action by the members. c. The sale, lease, exchange, or other disposition of all, or substantially all, the assets of one or more subsidiaries of a corporation, if not in the usual and regular course of activities as conducted by the subsidiary or subsidiaries, shall be treated as a disposition within the meaning of subsection a. of this section if the subsidiary or subsidiaries constitute all, or substantially all, the assets of the corporation. L.1983, c. 127, s. 15A:10-11, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:11-1 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:11-1 - Limitations on rights of dissenting members

15A:11-1. Limitations on rights of dissenting members  A member of a domestic corporation shall not have the right to dissent from any merger, consolidation, sale of assets, or amendment of the certificate of incorporation or bylaws, nor shall any member have the right to be paid the value of any membership held by the member of a domestic corporation effecting any transaction. The transaction shall not be enjoined, preliminarily or permanently, except upon a showing that the transaction is fraudulent or is fundamentally unfair to any member and, in the action, the member or members complaining thereof shall have the burden of showing fraud or fundamental unfairness. L.1983, c. 127, s. 15A:11-1, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-1 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-1 - Methods of dissolution

15A:12-1. Methods of dissolution  a. A corporation may be dissolved in any one of the following ways: (1) by action of the incorporators or trustees pursuant to section 15A:12-2; (2) by action of the members pursuant to section 15A:12-3; (3) by action of the board and the members pursuant to section 15A:12-4; (4) by action of the board pursuant to section 15A:12-5; (5) by action of the members pursuant to section 15A:12-6; (6) by the filing of a certificate of dissolution pursuant to section 15A:12-7 upon expiration of any period of duration stated in the corporation's certificate of incorporation; (7) by a judgment of the Superior Court in an action brought pursuant to section 15A:12-11, 15A:12-12, or 15A:14-2 or otherwise; or (8) automatically by the Secretary of State revoking a certificate of incorporation as set forth in subsection c. of section 15A:4-5. b. A corporation which has been dissolved in a proceeding pursuant to section 15A:12-11 or 15A:12-12, or which has been dissolved, or the certificate of incorporation of which has been 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 those provisions are compatible with a court-directed dissolution, or with the statute or common law proceeding pursuant to which the dissolution, or revocation is effected. L.1983, c. 127, s. 15A:12-1, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-2 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-2 - Dissolution before commencing activities

15A:12-2. Dissolution before commencing activities  a. A corporation may be dissolved by action of its incorporators when there has been no organization meeting of the board, or by the board if there has been an organization meeting, if the corporation: (1) has not commenced activities; (2) has no debts or other liabilities; and (3) has no assets or if it had assets, has distributed them according to a plan pursuant to section 15:12-8 less any part of the assets disbursed for expenses. b. The dissolution of a corporation shall be effected when a majority of the incorporators or trustees execute and file in the office of the Secretary of State an original and a copy of a certificate of dissolution stating: (1) the name of the corporation; (2) the name of the registered agent of the corporation; (3) the location of the registered office of the corporation; (4) the names of the incorporators and trustees constituting the first board; (5) that the corporation has not commenced activities and has no debts or other liabilities; (6) that the corporation has no assets or if it had assets, has distributed them according to a plan pursuant to section 15A:12-8, less any part of the assets disbursed for expenses; and (7) that a majority of the incorporators or trustees has elected that the corporation be dissolved. c. The Secretary of State shall accept for filing a certificate of dissolution pursuant to the provisions of this section without payment of a filing fee and shall make the name of the corporation available immediately for corporate use upon the filing of a certificate of dissolution pursuant to the provisions of this section. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:12-2, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-3 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-3 - Dissolution without a meeting of members

15A:12-3. Dissolution without a meeting of members  A corporation may be dissolved by the written consent of all its members entitled to vote thereon. To effect the dissolution, the members shall adopt a plan of dissolution pursuant to section 15A:12-8 and shall execute and file in the office of the Secretary of State an original and a copy of a certificate of dissolution which shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:12-3, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-4 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-4 - Dissolution pursuant to action of board and members

15A:12-4. Dissolution pursuant to action of board and members  a. A corporation which has members entitled to vote on its dissolution may be dissolved by action of its board and its members as provided in this section. b. The board shall recommend that the corporation be dissolved, adopt a plan of dissolution pursuant to section 15A:12-8, and direct that the plan of dissolution be submitted to a vote at a meeting of members. c. Notice of the meeting shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this act for the giving of notice of meetings of members. d. At the meeting, a vote of the members shall be taken on the proposed plan of dissolution. The plan of dissolution shall be approved upon receiving the affirmative vote of two-thirds of the votes cast by the members of the corporation entitled to vote thereon, and, in addition, if any class is entitled to vote thereon as a class, the affirmative vote of two-thirds of the votes cast in each class vote. The voting requirements of this section shall be subject to the greater or lesser requirements as are adopted pursuant to section 15A:5-12. L.1983, c. 127, s. 15A:12-4, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-5 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-5 - Dissolution pursuant to action of board

15A:12-5. Dissolution pursuant to action of board  If there are no members of the corporation entitled to vote on the dissolution of the corporation, a corporation may be dissolved by the affirmative vote of two-thirds of its trustees at a meeting of the board. If dissolution is approved as provided in this section, a certificate of dissolution shall be executed on behalf of the corporation and an original and a copy shall be filed in the office of the Secretary of State. The certificate shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:12-5, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-6 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-6 - Dissolution pursuant to provision in certificate of incorporation

15A:12-6. Dissolution pursuant to provision in certificate of incorporation  a. The certificate of incorporation may provide that any member, any trustee, or any specified number of members or trustees or any class of members may effect the dissolution of the corporation at will or upon the occurrence of a specified event. The provision shall specify the procedures for adopting a plan of dissolution. The dissolution of the corporation may be effected by adopting a plan of dissolution pursuant to section 15A:12-8 and by filing an original and a copy of a certificate of dissolution in the office of the Secretary of State, executed as the certificate of incorporation may provide. The certificate of dissolution shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General. b. An amendment of the certificate of incorporation which adds, amends, or deletes a provision authorized by subsection a. of this section, shall be authorized at a meeting of members by a vote of all the members, or by a lesser vote, but not less than the vote set forth in paragraph 3 of subsection d. of section 15A:9-2, as may be specifically provided for in the certificate of incorporation for such amendment. c. If the corporation has no members entitled to vote on a dissolution of the corporation, the certificate of incorporation may provide that any trustee or any specified number of trustees may effect the dissolution of the corporation at will or upon the occurrence of a specified event. The provision shall specify the procedures for adopting a plan of dissolution. The dissolution of the corporation may be effected by adopting a plan of dissolution pursuant to section 15A:12-8 and by filing an original and a copy of a certificate of dissolution in the office of the Secretary of State, executed as the certificate of incorporation may provide. The certificate of dissolution shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General. d. An amendment of the certificate of incorporation which adds, amends, or deletes a provision authorized by subsection c. of this section, shall be authorized at a meeting of the trustees by a vote of all the trustees, or by a lesser vote not below two-thirds, as may be specifically provided for in the certificate of incorporation for such an amendment. L.1983, c. 127, s. 15A:12-6, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-7 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-7 - Dissolution upon expiration of period of duration

15A:12-7. Dissolution upon expiration of period of duration  A corporation shall not be dissolved when the period of duration stated in its certificate of incorporation expires until a plan of dissolution pursuant to subsection a. of section 15A:12-8 has been adopted and an original and a copy of a certificate of dissolution containing the information required by section 15A:12-10 executed on behalf of the corporation has been filed in the office of the Secretary of State. Upon written demand to the corporation by any trustee or member, a corporation whose duration has expired shall, within 60 days of the demand, file an original and a copy of a certificate of dissolution in the office of the Secretary of State unless within that time it amends its certificate of incorporation to extend its duration, as provided in paragraph (2) of subsection b. of section 15A:9-1. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:12-7, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-8 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-8 - Plan of dissolution and disposition of assets

15A:12-8. Plan of dissolution and disposition of assets  a. Every corporation which dissolves pursuant to section 15A:12-2, 15A:12-3, 15A:12-4, 15A:12-5, 15A:12-6 or 15A:12-7 shall adopt a plan of dissolution for the satisfaction of its liabilities and the distribution of its assets. The plan shall implement all provisions in the certificate of incorporation or bylaws prescribing the disposition of assets. b. The plan shall include, where appropriate, provisions to implement the following in the priority set forth below: (1) Payment and discharge of all liabilities and obligations of the corporation; (2) Compliance with all conditions of any tax exemption applicable to the corporation; (3) Return, transfer or conveyance of all assets received and held by the corporation upon condition that the assets be returned, transferred or conveyed upon dissolution of the corporation; (4) Transfer or conveyance of all assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon condition set forth in paragraph (3) of subsection b. of this section, to one or more domestic or foreign corporations engaged in activities substantially similar to those of the dissolving corporation or, if applicable, to a receiver to be held for the benefit of the public and for use in accordance with the limitations, or pursuant to a court order; (5) Distribution of all assets required by the corporation's certificate of incorporation or bylaws to be distributed to the members in the manner so specified; (6) Disposition of all other assets. c. If the corporation has no disposable assets at the time of dissolution, the plan of dissolution shall include a statement to that effect. L.1983, c. 127, s. 15A:12-8, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:12-9 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:12-9 - Disposition of unclaimed assets

15A:12-9. Disposition of unclaimed assets  Any assets required to be distributed to any person who is unknown or cannot be found, or who is under a disability and for whom there is no legal representative, shall be paid into the Superior Court to be held for the benefit of the owners, subject to the order of the court. L.1983, c. 127, s. 15A:12-9, eff. Oct. 1, 1983.