reglab/housing_qa huggingface dataset:
NJ Rev Stat § 15A:13-6 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:13-6 - Amended certificate of authority

15A:13-6. Amended certificate of authority  a. A foreign corporation authorized to conduct activities in this State shall procure an amended certificate of authority in the event it desires to change its corporate name, or to enlarge, limit or otherwise change the character of the activities which it proposes to conduct in this State, by making application therefor to the Secretary of State. b. The requirements in respect to the form and contents of the application, the manner of its execution, the filing thereof in the office of the Secretary of State, the issuance of an amended certificate of authority and the effect thereof, shall be the same as in the case of an original application for a certificate of authority. L.1983, c. 127, s. 15A:13-6, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:13-7 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:13-7 - Change of name by foreign corporation

15A:13-7. Change of name by foreign corporation  Whenever a foreign corporation which is authorized to conduct activities in this State shall change its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of the corporation shall be suspended and the corporation shall not thereafter conduct any activities in this State until it has changed its name to a name which is available to it under the laws of this State or has otherwise complied with the provisions of this act. L.1983, c. 127, s. 15A:13-7, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:13-8 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:13-8 - Withdrawal of foreign corporation

15A:13-8. Withdrawal of foreign corporation  a. A foreign corporation authorized to conduct activities in this State may withdraw from this State upon procuring from the Secretary of State a certificate of withdrawal. In order to procure a certificate of withdrawal, the foreign corporation shall file in the office of the Secretary of State an original and a copy of an application for withdrawal, executed on behalf of the corporation, setting forth: (1) the name of the corporation and the jurisdiction of its incorporation; (2) that the corporation is not conducting activities in this State; (3) that the corporation surrenders its authority to conduct activities in this State; and (4) a post-office or street address within or without this State to which the Secretary of State may mail a copy of any process against the corporation that may be served on the Secretary of State. b. Upon the filing of the original and the copy of an application for withdrawal, the Secretary of State shall forward the copy to the Attorney General and shall issue to the corporation a certificate of withdrawal, whereupon: (1) the authority of the corporation to conduct activities in this State shall cease; (2) the authority of its registered agent in this State to accept service of any process against the corporation shall be deemed revoked; (3) 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 the corporation by service thereof on the Secretary of State or the person designated by the Secretary of State; and (4) the Secretary of State shall be charged with the duties and shall be entitled to receive fees with respect to any process which may be served hereunder on the Secretary of State or the chief clerk of the office of the Secretary of State, as is provided in N.J.S. 2A:15-26 to 2A:15-30. c. The post-office address specified in paragraph (4) of subsection a. of this section may be changed from time to time by filing in the office of the Secretary of State an original and a copy of a certificate executed on behalf of the corporation setting forth: (1) the name of the foreign corporation; (2) the jurisdiction of its incorporation; (3) the date of the issuance of its certificate of withdrawal by the Secretary of State; and (4) the changed post-office address. The Secretary of State shall forward the copy of the certificate to the Attorney General. L.1983, c. 127, s. 15A:13-8, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:13-9 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:13-9 - Termination of existence of foreign corporation

15A:13-9. Termination of existence of foreign corporation  a. When a foreign corporation authorized to conduct business in this State is dissolved, or its authority or existence is otherwise terminated or cancelled in the jurisdiction of its incorporation, or it is merged into or consolidated with another corporation, there shall be filed in the office of the Secretary of State: (1) a certificate of the official of the jurisdiction of incorporation of the foreign corporation who has custody of the records pertaining to corporations, attesting to the occurrence of the event; or (2) a certified copy of an order or decree of a court of competent jurisdiction directing the dissolution of the foreign corporation, the termination of its existence, or the cancellation of its authority, together with a statement executed on behalf of the corporation of the post-office address within or without this State to which the Secretary of State may mail a copy of any process against the corporation that may be served on the Secretary of State. b. Upon the filing of the certificate, order or decree and the statement of the post-office address, the Secretary of State shall issue a certificate of withdrawal with like effect as provided in subsection b. of section 15A:13-8 and shall notify the Attorney General of the action. c. The post-office address specified in subsection a. of this section may be changed from time to time in the same manner as is provided in subsection c. of section 15A:13-8. L.1983, c. 127, s. 15A:13-9, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:13-10 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:13-10 - Revocation of certificate of authority; issuance of certificate of revocation

15A:13-10. Revocation of certificate of authority; issuance of certificate of revocation  a. In addition to any other ground for revocation provided by law, the certificate of authority of a foreign corporation to conduct activities in this State may be revoked by the Secretary of State upon the conditions prescribed in this section when: (1) The corporation has failed to apply for an amended certificate of authority within 90 days after it was required to do so under this act; or (2) The corporation has failed to maintain a registered agent in this State as required by this act; or (3) The corporation has failed, after change of its registered office or registered agent to file in the office of the Secretary of State a statement of the change as required by this act. b. A certificate of authority of a foreign corporation shall not be revoked by the Secretary of State unless: (1) The Secretary of State has given the corporation not less than 90 days' notice that the default exists and that its certificate of authority will be revoked unless the default is cured within 90 days after the mailing of the notice; and (2) The corporation shall fail prior to revocation to cure the default. The notice shall be sent by certified mail to the corporation at its registered office in this State and at its main office or headquarters as those offices are on record in the office of the Secretary of State. c. Upon revoking any certificate of authority the Secretary of State shall issue a certificate of revocation and shall mail a copy to the corporation at each of the addresses designated in subsection b. of this section and shall forward a copy to the Attorney General. d. The issuance of the certificate of revocation shall have the same force and effect as the issuance of a certificate of withdrawal under subsection b. of section 15A:13-8. L.1983, c. 127, s. 15A:13-10, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:13-11 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:13-11 - Conducting activities without certificate of authority

15A:13-11. Conducting activities without certificate of authority  a. A foreign corporation conducting activities in this State without a certificate of authority shall not maintain any action or proceeding in any court of this State, until the corporation obtains a certificate of authority. This prohibition shall apply to: (1) Any successor in interest of the foreign corporation, except any receiver, trustee in bankruptcy or other representative of creditors of the corporation; and (2) Any assignee of the foreign corporation, except an assignee for value who accepts an assignment without knowledge that the foreign corporation should have but has not obtained a certificate of authority in this State. b. The failure of a foreign corporation to obtain a certificate of authority to conduct activities in this State shall not impair the validity of any contract or act of the corporation, and shall not prevent the corporation from defending any action or proceeding in any court of this State. c. In addition to any other liabilities imposed by law, a foreign corporation which conducts activities in this State without a certificate of authority shall forfeit to the State a penalty of not less than $200.00, nor more than $1,000.00 for each calendar year from and after the effective date of this act in which it shall have conducted activities in this State without a certificate of authority, provided that the number of years for which a penalty may be forfeited shall not exceed five. The penalty shall be recovered with costs in an action prosecuted by the Attorney General. The court may proceed in the action in a summary manner or otherwise. d. The prohibitions of this section shall not be operative until 90 days after the effective date of this act. L.1983, c. 127, s. 15A:13-11, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:13-12 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:13-12 - Injunction against foreign corporation

15A:13-12. Injunction against foreign corporation  a. The Attorney General may bring an action in the Superior Court in the name of the State to enjoin a foreign corporation from conducting activities in this State: (1) Without having first obtained a certificate of authority pursuant to this chapter; (2) Of a character not set forth in its application for a certificate of authority or for an amended certificate of authority; (3) After its authority to conduct activities in this State has been surrendered or revoked; (4) After it is dissolved or its authority or existence is otherwise terminated or canceled in the jurisdiction of its incorporation; (5) If it has procured its organization certificate of authority through fraudulent misrepresentation or concealment of a material fact; (6) If it has repeatedly exceeded the authority conferred upon it by law; (7) If it has repeatedly conducted its business in an unlawful manner; (8) If it has misused or failed to use its powers, privileges or franchises; (9) If it is insolvent; (10) If it is conducting its activities in violation of its certificate of incorporation or its application for certificate of authority, or, with respect to specific assets, in violation of any restrictions applicable to those assets imposed upon it; (11) If it is conducting its activities at a great loss and with great prejudice to the interests of its creditors or members; or (12) If it 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 section 15A:12-11, the court may declare the corporation's certificate of authority revoked and a copy of the order of the court shall be filed in the office of the Secretary of State as evidence thereof, but the failure to file the order with the Secretary of State shall not affect the enforceability of the order. c. The provisions of this section shall not exclude any other ground provided by law for injunctive relief against a foreign corporation to restrain it from the exercise of any franchise or the conducting of any activities within this State. L.1983, c. 127, s. 15A:13-12, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:14-1 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:14-1 - Definitions

15A:14-1. Definitions  As used in this chapter: a. "Corporation" means a domestic corporation or a foreign corporation; b. "Creditor" means the holder of any claim, of whatever character, against a corporation, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, absolute or contingent; c. "Debt" includes any legal liability, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent; d. "Encumbrance" means a mortgage, security interest, lien or charge of any nature in or upon property; e. "Fair consideration" is given for property or an obligation when, in exchange for the property or obligation, as a fair equivalent therefor, and in good faith, property is transferred or an antecedent debt is satisfied, or when the property or obligation is received in good faith to secure a present advance or antecedent debt in an amount not disproportionately small as compared with the value of the property or obligation obtained; f. "Insolvent" , a corporation shall be deemed to be insolvent for the purposes of this chapter (1) when the aggregate of its property, exclusive of any property which it may have conveyed, transferred, concealed, removed or permitted to be concealed or removed, with intent to defraud, hinder or delay its creditors, shall not at a fair valuation be sufficient in amount to pay its debts, or (2) when the corporation is unable, by its available assets or the honest use of credit, to pay its debts as they become due; g. "Property" means real property, tangible and intangible personal property, and rights, claims and franchises of every nature; h. "Receiver" means a receiver of a corporation appointed pursuant to this chapter, and includes corporations authorized by law to act as receivers in this State, as well as individuals; i. "Receivership action" means an action brought pursuant to this chapter for the appointment of a receiver of a corporation; j. "Transfer" means the sale and every other method, direct or indirect, of disposing of or parting with property or with an interest therein, or with the possession thereof, or of fixing a lien upon property or upon an interest therein, absolutely or conditionally, voluntarily or involuntarily, by or without judicial proceedings, as a conveyance, sale, payment, pledge, mortgage, lien, encumbrance, gift, security, or otherwise, and the retention of security title to property delivered to a corporation shall be deemed a transfer suffered by the corporation. L.1983, c. 127, s. 15A:14-1, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:14-2 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:14-2 - Jurisdiction of the superior court; appointment of receiver

15A:14-2. Jurisdiction of the superior court; appointment of receiver  a. A receivership action may be brought in the Superior Court by: (1) a creditor whose claim is for a sum certain or for a sum which can by computation be made certain; (2) a member or members who individually or in combination constitute at least 10% of the members of any class of members of the corporation; (3) the corporation, pursuant to resolution of its board; or (4) the Attorney General. b. The action shall be based upon at least one of the following grounds: (1) the corporation has misused or improperly failed to use its powers, privileges or franchises; (2) the corporation is insolvent; (3) the corporation has suspended its ordinary activities for lack of funds; (4) the activities of the corporation are being conducted 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 the corporation; (5) the activities of the corporation are being conducted at a great loss and with great prejudice to the interests of its creditors or members; (6) the board has determined that it is advisable that the corporation be dissolved, its affairs settled, and its estate and effects divided and distributed by the court pursuant to this chapter; or (7) if brought by the Attorney General, that the continued conduct of activities by the corporation is prejudicial to the public. c. The court may proceed in the action in a summary manner or otherwise. It shall have power to appoint and remove one or more receivers of the corporation from time to time, and to enjoin the corporation, its officers and agents, from exercising any of its privileges and franchises, and from collecting or receiving any debts, or paying out, selling, assigning or transferring any of its property, except to a receiver, and except as the court may otherwise order. One or more receivers so appointed may be selected from among the trustees of the corporation. In an action by the Attorney General, the court may take action only upon a showing by clear and convincing evidence of any cause set forth in subsection b. of this section. The court shall have all powers as shall be appropriate for the fulfillment of the purposes of this chapter including the power, if equitable, to set aside any transfer in violation of any terms, conditions, or restrictions, applicable to assets imposed upon the corporation. d. Every receiver shall, before assuming the receiver's duties, execute and file a bond in the office of the clerk of the Superior Court, with sureties and in form as the court shall approve. L.1983, c. 127, s. 15A:14-2, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:14-3 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:14-3 - Multiple receivers

15A:14-3. Multiple receivers  When more than one receiver of a corporation is appointed: (a) the provisions of this chapter applicable to one receiver shall be applicable to all; (b) the debts and property of the corporation may be collected and received by any of them; and (c) the powers and rights conferred upon them may be exercised by a majority of them. L.1983, c. 127, s. 15A:14-3, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:14-4 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:14-4 - Title to corporate property and franchises

15A:14-4. Title to corporate property and franchises  a. Upon appointment, the receiver shall become vested with the title to all the property of the corporation, of every nature, including its franchises. b. For the purpose of avoiding encumbrances, transfers and preferences, the right and title of a receiver shall relate back to the date upon which the receivership action commenced. L.1983, c. 127, s. 15A:14-4, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:14-5 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:14-5 - Powers of receivers; general

15A:14-5. Powers of receivers; general  Subject to the general supervision of the Superior Court and pursuant to specific order where appropriate, a receiver may: a. take into possession all the property of the corporation including its books, records and papers; b. institute and defend actions by or on behalf of the corporation; c. sell, assign, convey or otherwise dispose of all or any part of the property of the corporation; d. settle or compromise with any debtor or creditor of the corporation, including any taxing authority; e. summon and examine under oath, which the receiver may administer, or by affirmation, any persons concerning any matter pertaining to the receivership or to the corporation, its property and its transactions, and require that person to produce books, records, papers and other tangible things and to be examined thereon; f. take testimony within or without the State, and, if without the State, apply to courts of other jurisdictions for compulsory process to obtain the attendance of witnesses; g. continue the activities of the corporation, and, to that end, enter into contracts, borrow money, pledge, mortgage or otherwise encumber the property of the corporation as security for the repayment of the receiver's loans; h. do all further acts as shall best fulfill the purposes of this chapter. L.1983, c. 127, s. 15A:14-5, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:14-6 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:14-6 - Powers of receiver; contempt of court

15A:14-6. Powers of receiver; contempt of court  If any person summoned to be examined pursuant to section 15A:14-5 shall refuse to be sworn, or to affirm, or to testify, or to answer a proper question, or to produce the books, papers, documents or tangible things demanded, or shall otherwise engage in misconduct, the Superior Court may, on motion, and after affording that person the opportunity to be heard, punish that person in the same manner as like failure is punishable in a case pending in the court. L.1983, c. 127, s. 15A:14-6, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:14-7 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:14-7 - Powers of receiver; sale of property free of encumbrances

15A:14-7. Powers of receiver; sale of property free of encumbrances  When property of a corporation for which a receiver has been appointed is, at the time of the appointment, subject to one or more encumbrances, the Superior Court, upon the application of the receiver, may authorize the receiver to sell the property at public or at private sale, clear of encumbrances, for a price and upon terms as the court may approve. A sale shall not be authorized nor made except upon prior notice to the holders of the encumbrances affecting the property, and unless the receiver demonstrates to the satisfaction of the court that the sale of the property may be reasonably expected to benefit general creditors of the corporation without adversely affecting the interests of the holders of the encumbrances. The proceeds of the sale shall be paid into court, there to remain until the further order of the court, subject to the same encumbrances which affected the property at the time of the sale. L.1983, c. 127, s. 15A:14-7, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:14-8 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:14-8 - Rights of debtors; setoff; counterclaim

15A:14-8. Rights of debtors; setoff; counterclaim  a. In all cases of mutual debts or mutual credits between the corporation and a creditor, the account shall be stated and one debt shall be set off against the other, and the balance only shall be allowed or paid. b. A right of setoff or counterclaim shall not be allowed in favor of any debtor of the corporation if it was acquired by the debtor after the commencement of the receivership action, or within 4 months before the commencement, with a view to the use and with knowledge or notice that the corporation was insolvent. L.1983, c. 127, s. 15A:14-8, eff. Oct. 1, 1983.