reglab/housing_qa huggingface dataset:
NJ Rev Stat § 14A:17-9 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:17-9 - Limitations on corporate business activity

14A:17-9. Limitations on corporate business activity  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.
NJ Rev Stat § 14A:17-10 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:17-10 - Who may own shares; voting trust; estate ownership

14A:17-10. Who may own shares; voting trust; estate ownership  10. Who may own shares; voting trust; estate ownership. (a) No professional corporation may issue any of its shares to anyone other than an individual who is duly licensed or otherwise legally authorized to render the same professional service as that for which the corporation was incorporated. No shareholder of a professional corporation shall enter into a voting trust agreement or proxy or any other type of agreement vesting another person not a shareholder of the corporation with the authority to exercise the voting power of any or all of his shares. Subject to the provisions of the corporation's certificate of incorporation, the estate of a deceased shareholder may continue to hold the shares of such shareholder for a reasonable period of administration of the estate, but shall not be authorized to participate in any decisions concerning the rendering of professional service. (b) A foreign professional legal corporation rendering legal services in this State shall have at least one shareholder who is an attorney-at-law licensed and eligible to practice in this State under the Rules of the Supreme Court. L.1969,c.232,s.10; amended 1995,c.375,s.6.
NJ Rev Stat § 14A:17-11 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:17-11 - Disqualification to render service

14A:17-11. Disqualification to render service  If any officer, shareholder, agent or employee of a professional corporation becomes legally disqualified to render the same professional service as that for which the corporation was organized, he shall forthwith sever all employment with such corporation and shall not, directly or indirectly, participate or share, as a shareholder, in any earnings or profits realized by such corporation on account of professional services rendered on or after the effective date of such disqualification. L.1969, c. 232, s. 11, eff. Dec. 16, 1969.
NJ Rev Stat § 14A:17-12 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:17-12 - Transfer of shares

14A:17-12. Transfer of shares  No shareholder of a professional corporation may transfer his shares in such corporation except to the corporation or to another individual who is eligible to be a shareholder of such corporation. L.1969, c. 232, s. 12, eff. Dec. 16, 1969.
NJ Rev Stat § 14A:17-13 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:17-13 - Corporate existence; corporation to convert to business corporation; acquisition of shares of disqualified or deceased shareholder

14A:17-13. Corporate existence; corporation to convert to business corporation; acquisition of shares of disqualified or deceased shareholder  (a) A professional corporation shall have perpetual existence until dissolved in accordance with the provisions of the Business Corporation Act of New Jersey. (b) Whenever all shareholders of a professional corporation shall cease at any one time and for any reason to be duly licensed or otherwise legally authorized to render the same professional service for which such corporation was organized, or if such corporation shall for any reason fail to comply or require compliance with the provisions of this section or of section 11 of this act, said corporation shall thereupon be treated as converted into and shall operate thereafter solely as a business corporation under applicable provisions of the Business Corporation Act of New Jersey, exclusive of this act. (c) Within 375 days following the date of death of a shareholder, or within 90 days following his disqualification to own shares in the corporation, all of the shares of such shareholder shall be transferred to, and acquired by, the corporation or persons qualified to own such shares. If such transfer and acquisition is not otherwise effected within said period, the corporation shall forthwith purchase and redeem all of his shares at the book value thereof, determined as of the end of the month immediately preceding death or disqualification. For this purpose, the book value shall be determined by an independent certified public accountant employed by the professional corporation from the books and records of the corporation in accordance with the regular methods of accounting used by it. Such determination shall be conclusive on the professional corporation and its shareholders. Nothing contained in this section shall prevent the parties involved from making any other arrangement or provision in the certificate of incorporation or by-laws, or by agreement, to transfer the shares of a deceased or disqualified shareholder to the corporation or to persons qualified to own the same, whether made before or after the death or disqualification of the shareholder, provided that within the period herein specified, all the stock involved shall have been so transferred. L.1969, c. 232, s. 13, eff. Dec. 16, 1969.
NJ Rev Stat § 14A:17-14 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:17-14 - Corporate name.

14A:17-14 Corporate name.  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
NJ Rev Stat § 14A:17-15 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:17-15 - Applicable law; consolidation, merger; report, contents

14A:17-15. Applicable law; consolidation, merger; report, contents  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.
NJ Rev Stat § 14A:17-16 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:17-16 - Provisions severable; repealer

14A:17-16. Provisions severable; repealer  If any provision of this act or the application thereof to any person or circumstances be held invalid, such invalidity shall not affect other provisions or applications of this act which can be given effect without the invalid provision or application, and to this end the provisions of this act are declared to be severable. All laws and parts of laws in conflict with any of the provisions of this act are hereby repealed, to the extent so in conflict. L.1969, c. 232, s. 16, eff. Dec. 16, 1969.
NJ Rev Stat § 14A:17-17 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:17-17 - Construction

14A:17-17. Construction  The provisions of this act shall not be construed as repealing, modifying or restricting the applicable provisions of law relating to incorporations, sales of securities or regulating the several professions enumerated in this act except insofar as such laws conflict with the provisions of this act. L.1969, c. 232, s. 17, eff. Dec. 16, 1969.
NJ Rev Stat § 14A:17-18 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:17-18 - Repeal

14A:17-18. Repeal  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.
NJ Rev Stat § 14A:18-2 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:18-2 - Formation of benefit corporation.

14A:18-2 Formation of benefit corporation.  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.
NJ Rev Stat § 14A:18-3 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:18-3 - Certain corporations may become benefit corporations.

14A:18-3 Certain corporations may become benefit corporations.  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.
NJ Rev Stat § 14A:18-4 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:18-4 - Termination of status as benefit corporation.

14A:18-4 Termination of status as benefit corporation.  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.
NJ Rev Stat § 14A:18-5 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:18-5 - Purpose of benefit corporation.

14A:18-5 Purpose of benefit corporation.  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.
NJ Rev Stat § 14A:18-6 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:18-6 - Consideration of effects of action.

14A:18-6 Consideration of effects of action.  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.
NJ Rev Stat § 14A:18-7 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:18-7 - "Benefit director."

14A:18-7 "Benefit director."  7. a. The board of directors of a benefit corporation shall include one director who shall be designated the "benefit director" and shall have, in addition to all of the powers, duties, rights and immunities of the other directors of the benefit corporation, the powers, duties, rights and immunities provided in this act. b. The benefit director shall be elected, and may be removed, in the manner provided by chapter 6 of Title 14A of the New Jersey Statutes, and shall be an individual who is independent. The benefit director may serve as the benefit officer, designated pursuant to section 9 of this act, at the same time as serving as the benefit director. The certificate of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this subsection. c. The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by section 11 of this act, a statement whether, in the opinion of the benefit director, the benefit corporation acted in accordance with its general, and any specific, public benefit purpose in all material respects during the period covered by the report and whether the directors and officers complied with subsection a. of section 6 of this act and subsection a. of section 8 of this act. If in the opinion of the benefit director the benefit corporation or its directors or officers failed to act in accordance with its public benefit purpose, then the statement of the benefit director shall include a description of the ways in which the benefit corporation or its directors or officers failed to act. d. If the by-laws of a benefit corporation provide that the powers and duties conferred or imposed upon the board of directors shall be exercised or performed by a person other than the directors pursuant to N.J.S.14A:6-1, then the bylaws of the benefit corporation must provide that the person or shareholders who perform the duties of a board of directors shall include a person with the powers, duties, rights and immunities of a benefit director. e. Regardless of whether the certificate of incorporation of a benefit corporation includes a provision eliminating or limiting the personal liability of directors authorized by subsection (3) of N.J.S.14A:2-7, a benefit director shall not be personally liable for any act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct or a knowing violation of law. L.2011, c.30, s.7.
NJ Rev Stat § 14A:18-8 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:18-8 - Actions of officers.

14A:18-8 Actions of officers.  8. a. Each officer of a benefit corporation shall consider the interests and factors described in subsection a. of section 6 of this act when: (1) The officer has discretion to act with respect to a matter; and (2) It reasonably appears to the officer that the matter may have a material effect on: (a) the creation of general or specific public benefits by the benefit corporation; or (b) any of the interests or factors referred to in subsection a. of section 6 of this act. b. The consideration of interests and factors in the manner described in subsection c. of section 6 of this act. c. An officer is not personally liable for monetary damages for failure of the benefit corporation to create general or specific public benefit. L.2011, c.30, s.8.
NJ Rev Stat § 14A:18-9 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:18-9 - "Benefit officer."

14A:18-9 "Benefit officer."  9. A benefit corporation may have an officer designated the "benefit officer" who shall have authority and shall perform duties in the management of the benefit corporation relating to the purpose of the corporation to create general or specific public benefits as may be provided by or pursuant to the by-laws or, in the absence of controlling provisions in the by-laws, as may be determined by or pursuant to resolutions or orders of the board of directors. If a benefit corporation has a benefit officer, the duties of the benefit officer shall include preparing the benefit report required by section 11 of this act. L.2011, c.30, s.9.
NJ Rev Stat § 14A:18-10 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:18-10 - Enforcement of duties of directors and officers.

14A:18-10 Enforcement of duties of directors and officers.  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.