reglab/housing_qa huggingface dataset:
NJ Rev Stat § 14A:12-4 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-4 - Dissolution pursuant to action of board and shareholders

14A:12-4. Dissolution pursuant to action of board and shareholders  14A:12-4. Dissolution pursuant to action of board and shareholders. (1) A corporation may be dissolved by action of its board and its shareholders as provided in this section. (2) The board shall recommend that the corporation be dissolved, and direct that the question of dissolution be submitted to a vote at a meeting of shareholders. (3) Written notice of the meeting shall be given not less than 10 nor more than 60 days before the meeting to each shareholder of record whether or not entitled to vote at such meeting in the manner provided in this act for the giving of notice of meetings of shareholders. (4) At such meeting, a vote of the shareholders shall be taken on the proposed dissolution. Such dissolution shall be approved upon receiving the affirmative vote of a majority of the votes cast by the holders of shares of the corporation entitled to vote thereon, and, in addition, if any class or series is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote; except that, in the case of a corporation organized prior to the effective date of this act, the proposed dissolution shall be approved upon receiving the affirmative vote of two-thirds of the votes so cast. The voting requirements of this section shall be subject to such greater requirements as may be provided in the certificate of incorporation. (5) Subject to the provisions of section 14A:5-12, a corporation organized prior to January 1, 1969 may adopt the majority voting requirements prescribed in subsection 14A:12-4(4) by an amendment of its certificate of incorporation adopted by the affirmative vote of two-thirds of the votes cast by the holders of shares entitled to vote thereon. (6) If dissolution is approved as provided in this section, a certificate of dissolution shall be executed on behalf of the corporation and shall be filed in the office of the Secretary of State. The certificate 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 names of the corporation's directors and officers; (e) the text of the board resolution authorizing the dissolution; (f) the date and place of the meeting of shareholders called to vote upon the dissolution; (g) the number of outstanding shares of the corporation entitled to vote on the dissolution, and, if the shares of any class or series are entitled to vote as a class, the designation and number of outstanding shares of each such class and series; and (h) the number of shares represented at the meeting, the number of shares voted for and voted against the dissolution, and, if the shares of any class or series are entitled to vote as a class, the number of shares of each such class and series voted for and voted against the dissolution. L.1968, c.350; amended 1995,c.279,s.19.
NJ Rev Stat § 14A:12-5 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-5 - Dissolution pursuant to provision in certificate of incorporation

14A:12-5. Dissolution pursuant to provision in certificate of incorporation  (1) The certificate of incorporation may provide that any shareholder, or any specified number of shareholders, or the holders of any specified number or proportion of shares, or of any specified number or proportion of shares of any class or series, may effect the dissolution of the corporation at will or upon the occurrence of a specified event. In such a case, dissolution of the corporation may be effected by the filing of a certificate of dissolution in the office of the Secretary of State, signed, as the certificate of incorporation may provide, by a single shareholder, or the specified number of shareholders, or the holders of any specified number or proportion of shares, or of any specified number or proportion of shares of any class or series. The certificate of dissolution shall state the name of the corporation, the location of its registered office and the name of its registered agent. It shall also state that the corporation is dissolved; 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. (2) An amendment of the certificate of incorporation which adds a provision authorized by this section, or which amends or deletes such a provision, shall be authorized at a meeting of shareholders by a vote of all outstanding shares, or by such lesser vote, but not less than the vote set forth in paragraph 14A:9-2(4)(c), as may be specifically provided for in the certificate of incorporation for such amendment. (3) If the certificate of incorporation of any corporation contains a provision authorized by this section, the fact that such provision exists shall be noted conspicuously on the face or back of every certificate for shares issued by such corporation, and each holder of such certificates shall conclusively be deemed to have taken delivery with notice of such provision. A provision authorized by this subsection shall become invalid if, subsequent to the adoption of such provision, shares are transferred or issued to any person who takes delivery of the share certificate without notice thereof, unless such person consents in writing to such provision.  L.1968, c.350.
NJ Rev Stat § 14A:12-5.1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-5.1 - Dissolution upon expiration of period of duration

14A:12-5.1. Dissolution upon expiration of period of duration  (1) A corporation shall not be dissolved when the period of duration stated in its certificate of incorporation expires until a certificate of dissolution executed on its behalf has been filed in the office of the Secretary of State. Upon written demand to the corporation by any shareholder, a corporation whose duration has expired shall, within 60 days of such demand, file a certificate of dissolution in the office of the Secretary of State unless within such time it amends its certificate of incorporation to extend its duration, as provided in section 14A:9-1(2)(c). (2) A certificate of dissolution filed pursuant to this section 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 names of the corporation's directors and officers; and (e) the fact that the corporation is dissolved because of expiration of the period of duration stated in its certificate of incorporation. L.1973, c. 366, s. 66, eff. May 1, 1974.
NJ Rev Stat § 14A:12-6 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-6 - Dissolution in action brought by the Attorney General

14A:12-6. Dissolution in action brought by the Attorney General  (1) The Attorney General may bring an action in the Superior Court for the dissolution of a corporation upon the ground that the corporation (a) has procured its organization through fraud; (b) has repeatedly exceeded the authority conferred upon it by law; or (c) has repeatedly conducted its business in an unlawful manner. (2) The Superior Court may proceed in such action in a summary manner or otherwise. (3) The enumeration in subsection 14A:12-6(1) 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.1968, c.350.
NJ Rev Stat § 14A:12-8 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-8 - Effective time of dissolution

14A:12-8. Effective time of dissolution  14A:12-8. Effective time of dissolution. A corporation is dissolved (a) when the period of duration stated in the corporation's certificate of incorporation expires and the corporation files a certificate of dissolution in the office of the Secretary of State pursuant to section 14A:12-5.1; or (b) upon the proclamation of the Secretary of State issued pursuant to section 54:11-2 of the Revised Statutes; or (c) when a certificate of dissolution is filed in the office of the Secretary of State pursuant to section 14A:12-2, 14A:12-3, 14A:12-4 or 14A:12-5, except when a later time not to exceed 90 days after the date of filing is specified in the certificate of dissolution; or (d) when a judgment of forfeiture of corporate franchises or of dissolution is entered by a court of competent jurisdiction. L.1968, c.350; amended 1973,c.366,s.68; 1995,c.279,s.20.
NJ Rev Stat § 14A:12-9 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-9 - Effect of dissolution

14A:12-9. Effect of dissolution  (1) Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall carry on no business except for the purpose of winding up its affairs by (a) collecting its assets; (b) conveying for cash or upon deferred payments, with or without security, such of its assets as are not to be distributed in kind to its shareholders; (c) paying, satisfying and discharging its debts and other liabilities; and (d) doing all other acts required to liquidate its business and affairs. (2) Subject to the provisions of subsection 14A:12-9(1), and except as otherwise provided by court order, the corporation, its officers, directors and shareholders shall continue to function in the same manner as if dissolution had not occurred. In particular, and without limiting the generality of the foregoing, (a) the directors 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 14A:6-14; (b) title to the corporation's assets shall remain in the corporation until transferred by it in the corporate name; (c) the dissolution shall not change quorum or voting requirements for the board or shareholders, nor shall it alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, directors or officers, or provisions regarding amendment or repeal of by-laws or adoption of new by-laws; (d) shares may be transferred until the record date of the final liquidating distribution or dividend to shareholders; (e) the corporation may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred; (f) no action brought against any corporation prior to its dissolution shall abate by reason of such dissolution. (3) The right of the corporation to sell its assets and the right of a shareholder to dissent from such sale shall be governed by Chapters 10 and 11 in the same manner as if dissolution had not occurred. (4) A dissolved corporation may condition the payment to its shareholders (a) of any partial liquidating distribution or dividend on the surrender to it of the share certificates on which the distribution or dividend is to be paid for endorsement to reflect such payment; or (b) of the final liquidating distribution or dividend on the surrender to it for cancellation of the share certificates on which the distribution or dividend is to be paid. L.1968, c.350; amended by L.1973, c. 366, s. 69, eff. May 1, 1974.
NJ Rev Stat § 14A:12-10 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-10 - Revocation of dissolution proceedings

14A:12-10. Revocation of dissolution proceedings  (1) Dissolution proceedings commenced pursuant to sections 14A:12-3, 14A:12-4 or 14A:12-5 may be revoked at any time within 60 days after the effective time of dissolution, as determined pursuant to section 14A:12-8, provided that no distribution of corporate assets has been made to the shareholders and no proceeding pursuant to section 14A:12-15 is pending, by filing in the office of the Secretary of State a certificate of revocation signed, in person or by proxy, by all of the shareholders, stating that revocation is effective pursuant to subsection 14A:12-10(1) and that all the shareholders of the corporation have signed the certificate, in person or by proxy. (2) Dissolution proceedings commenced pursuant to sections 14A:12-3 or 14A:12-4 may also be revoked at any time within 60 days after the effective time of dissolution, as determined pursuant to section 14A:12-8, provided that no distribution of corporate assets has been made to the shareholders and no proceeding pursuant to section 14A:12-15 is pending, in the following manner: (a) The board of directors shall call a meeting of shareholders to vote upon the question of revocation of the dissolution proceedings. In connection with such meeting, the shareholders shall be given the same notice, and the revocation shall be approved by the same vote, as that required by section 14A:12-4 for the approval of dissolution. (b) A certificate of revocation, stating (i) that dissolution is revoked pursuant to subsection 14A:12-10(2), and (ii) the matters required by subsection 14A:12-4(6) shall be executed on behalf of the corporation and shall be filed in the office of the Secretary of State. L.1968, c.350; amended by L.1969, c. 102, s. 14.
NJ Rev Stat § 14A:12-11 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-11 - Effect of revocation of dissolution

14A:12-11. Effect of revocation of dissolution  (1) Upon the filing of a certificate of revocation of dissolution proceedings as authorized by this act, the revocation of dissolution proceedings shall become effective, and the corporation may, subject to the provisions of subsection 14A:12-11(2), again carry on its business in the same manner as if dissolution proceedings had never been commenced. The corporation shall be liable for all taxes payable under the "Corporation Business Tax Act (1945)" (P.L.1945, c. 162), as amended and supplemented, or under the "Financial Business Tax Law (1946)" (P.L.1946, c. 174), as amended and supplemented, as though dissolution of the corporation had not occurred. (2) If, pursuant to subsection 14A:2-2(3), 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.1968, c.350.
NJ Rev Stat § 14A:12-12 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-12 - Notice to creditors; filing claims

14A:12-12. Notice to creditors; filing claims  (1) 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. Such notice shall be published 3 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. (2) On or before the date of the first publication of the notice as provided in subsection 14A:12-12(1), 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 such notice shall not constitute recognition that any person to whom such notice is directed is a creditor of the corporation other than for the purpose of receipt of notice hereunder. (3) 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. (4) 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.1968, c.350; amended by L.1973, c. 366, s. 70, eff. May 1, 1974.
NJ Rev Stat § 14A:12-13 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-13 - Barring of claims of creditors

14A:12-13. Barring of claims of creditors  (1) Any creditor as defined in subsection 14A:12-12(3) who does not file his claim as provided in the notice given pursuant to section 14A:12-12, and all those claiming through or under him, shall be forever barred from suing on such claim or otherwise realizing upon or enforcing it except, in the case of a creditor who shows good cause for not having previously filed his claim, to such extent as the Superior Court may allow (a) against the corporation to the extent of any undistributed assets; or (b) if the undistributed assets are not sufficient to satisfy such a claim, against a shareholder to the extent of his ratable part of such claim, out of the assets of the corporation distributed to him in liquidation or dissolution. (2) This section shall not apply to claims which are in litigation on the date of the first publication of the notice pursuant to section 14A:12-12. L.1968, c.350; amended by L.1973, c. 366, s. 71, eff. May 1, 1974.
NJ Rev Stat § 14A:12-13.1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-13.1 - Creditors barred from suing shareholders of certain dissolved corporations.

14A:12-13.1 Creditors barred from suing shareholders of certain dissolved corporations.  1. (1) A creditor as defined in subsection (3) of N.J.S.14A:12-12 or subsection (b) of N.J.S.14A:14-1, and all those claiming through or under the creditor, shall be forever barred from suing a shareholder on any claim, or otherwise realizing upon or enforcing any claim against a shareholder, unless that claim was filed against the shareholder, pursuant to N.J.S.14A:12-13 or N.J.S.14A:14-15, or otherwise, within five years after the corporation was dissolved. (2) This section shall not: (a) apply to claims against shareholders which are in litigation on the effective date of this section; (b) operate to extend any otherwise applicable statute of limitations; or (c) affect any rights of creditors under the "Uniform Voidable Transactions Act," R.S.25:2-20 et seq. L.2001, c.231, s.1; amended 2021, c.92, s.20.
NJ Rev Stat § 14A:12-14 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-14 - Disposition of rejected claims

14A:12-14. 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 14A:12-12(3), the corporation or the receiver, as the case may be, shall mail notice of such rejection to the creditor. If the creditor does not bring suit upon such claim within 60 days from the time such notice was mailed to him, the creditor and all those claiming through or under him shall, except as otherwise provided in this chapter, be forever barred from suing on such 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.1968, c.350.
NJ Rev Stat § 14A:12-15 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-15 - Jurisdiction of the Superior Court

14A:12-15. Jurisdiction of the Superior Court  At any time after a corporation has been dissolved in any manner, a creditor, as defined in subsection 14A:12-12(3), or a shareholder 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 such application, and shall make such 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 directors 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.1968, c.350; amended by L.1973, c. 366, s. 72, eff. May 1, 1974.
NJ Rev Stat § 14A:12-16 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-16 - Distribution to shareholders

14A:12-16. Distribution to shareholders  Any assets remaining after payment of or provision for claims against the corporation shall be distributed among the shareholders according to their respective rights and interests. Distribution may be made in either or both cash and kind. L.1968, c.350; amended by L.1969, c. 102, s. 15.
NJ Rev Stat § 14A:12-17 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-17 - Disposition of unclaimed distributive shares

14A:12-17. Disposition of unclaimed distributive shares  The distributive shares payable 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.1968, c.350.
NJ Rev Stat § 14A:12-18 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-18 - Judgment of dissolution; filing copy

14A:12-18. 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.  L.1968, c.350.
NJ Rev Stat § 14A:12-19 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-19 - Dissolution upon liquidation

14A:12-19. Dissolution upon liquidation  No corporation shall be completely liquidated and all of its assets distributed to its shareholders unless provision is made for the dissolution of the corporation and the payment of all fees, taxes, and other expenses incidental thereto. L.1973, c. 366, s. 73, eff. May 1, 1974.
NJ Rev Stat § 14A:13-1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:13-1 - Holding and conveying real estate

14A:13-1. Holding and conveying real estate  A corporation organized under laws other than the laws of this State, whether or not constituting a foreign corporation as defined in this act, shall have the same powers with respect to real property located in this State, or any interest therein, as a domestic corporation.  L.1968, c.350.