reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-6 - Powers of receiver; contempt of court

14A:14-6. Powers of receiver; contempt of court
If any person summoned to be examined pursuant to section 14A: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 misconduct himself, the Superior Court may, on motion, and after affording such person the opportunity to be heard, punish such person in the same manner as like failure is punishable in a case pending in the court.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-7 - Powers of receiver; sale of property free of encumbrances

14A: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 such appointment, subject to one or more encumbrances, the Superior Court, upon the application of the receiver, may authorize the receiver to sell such property at public or at private sale, clear of encumbrances, for such price and upon such terms as the court may approve. No such sale shall be authorized or made except upon prior notice to the holders of the encumbrances affecting such property, and unless the receiver demonstrates to the satisfaction of the court that the sale of such 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 such 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.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-8 - Rights of debtors; setoff; counterclaim

14A:14-8. Rights of debtors; setoff; counterclaim
(1) 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.
(2) A right of setoff or counterclaim shall not be allowed in favor of any debtor of the corporation if it was acquired by such debtor after the commencement of the receivership action, or within four months before such commencement, with a view to such use and with knowledge or notice that the corporation was insolvent.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-9 - Payment or delivery to corporation

14A:14-9. Payment or delivery to corporation
(1) After the commencement of a receivership action, but before the appointment of a receiver, a debtor of the corporation may make payment to the corporation of his debt, and a person holding property of the corporation may deliver it to the corporation, and such payment and such delivery shall have the same effect as if the receivership action were not pending.
(2) If such payment or such delivery is made after the appointment of a receiver by a person acting in good faith and without knowledge of the appointment, such payment and such delivery shall have the same effect as if a receiver had not been appointed.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-13 - Liens by legal process

14A:14-13. Liens by legal process
(1) Every lien against the property of a corporation shall be void if
(a) such lien is obtained by attachment, judgment, levy or other legal process; and
(b) a receivership action against the corporation is commenced within four months after the date on which such lien was obtained, or if such lien is obtained after the commencement of the receivership action; and
(c) the assets of the corporation are distributed in the receivership action.
(2) The property affected by any such lien shall be discharged from such lien and shall pass to the receiver, but the court may order such lien to be preserved for the benefit of the corporation's creditors. The Superior Court may direct such conveyance of the property affected as may be proper or adequate to evidence title thereto of the receiver. The title of a bona fide purchaser of such property shall be valid, but, if such title is acquired otherwise than by a judicial sale held to enforce such lien, it shall be valid only to the extent of the present consideration paid for such property.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-14 - Preferences

14A:14-14. Preferences
(1) For the purposes of this chapter, a preference arises when
(a) a corporation which, while insolvent, and within four months of the commencement of a receivership action by or against it, transfers any property to or for the benefit of a creditor for or on account of an antecedent debt; and
(b) the effect of such transfer will be to enable such creditor to obtain a greater percentage of his debt than some other creditor of the same class; and
(c) the creditor receiving or to be benefited by the transfer, or his agent acting with reference thereto, has, at the time when the transfer is made, reasonable cause to believe that the corporation is insolvent.
(2) For the purpose of determining whether a preference has arisen
(a) a transfer of property other than real property shall be deemed to have been made or suffered at a time when it became so far perfected that no subsequent lien obtainable by legal or equitable proceedings on a simple contract could become superior to the rights of the transferee;
(b) a transfer of real property shall be deemed to have been made or suffered when it became so far perfected that no subsequent bona fide purchase from the corporation could create rights in such property superior to the rights of the transferee.
(3) If any transfer of real property is not so perfected against a bona fide purchase, or if any transfer of other property is not so perfected against such liens by legal or equitable proceedings prior to the commencement of a receivership action, it shall be deemed to have been made immediately before the commencement of such action.
(4) When a preference has arisen, the receiver may recover the property or, if it has been converted, its value, from any person who has received or converted such property, except a bona fide purchaser from or lienor of the corporation's transferee for a present fair consideration. Where, however, such bona fide purchaser or lienor has given less than such value, he shall nevertheless have a lien upon such property, but only to the extent of the consideration actually given by him. When a preference is by way of lien or security title, the Superior Court may on due notice order such lien or title to be preserved for the benefit of the insolvent corporation's estate, in which event the lien or title shall pass to the receiver.
(5) If a creditor has been preferred and afterward in good faith gives the corporation further credit without security of any kind for property which becomes a part of the insolvent corporation's property, the amount of such new credit remaining unpaid at the time of the commencement of the receivership action may be set off against the amount which would otherwise be recoverable from such creditor.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-15 - Notice to creditors

14A:14-15. Notice to creditors
(1) The receiver shall, within 30 days following the date of his appointment, give notice requiring all creditors to present their claims in writing. Such notice shall be published twice, once in each of two 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, under oath, to the receiver 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. By order of the Superior Court, the time for giving such notice to creditors and the time within which creditors shall be required to file proofs of claim may be extended or limited, or the giving of such notice to creditors may be entirely excused.
(2) Any creditor who does not file his claim as provided in the notice given pursuant to subsection 14A:14-15(1), 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.
(3) On or before the date of the first publication of the notice as provided in subsection (1) of this section, the receiver 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.
(4) Proof of the publication and mailing required by this section shall be made by an affidavit filed in the office of the Clerk of the Superior Court.
L.1968, c.350; amended by L.1973, c. 366, s. 74, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-16 - Claims; presentation; approval or rejection

14A:14-16. Claims; presentation; approval or rejection
Creditors shall, if required by the receiver, submit themselves to examination by him and produce before him such records and proof relating to their claims as the receiver may direct. The receiver may also examine under oath all witnesses produced before him relating to the claims, and he shall pass upon, and allow or disallow, such claims, and shall notify the creditors of his determination.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-17 - Claims; jury trial

14A:14-17. Claims; jury trial
A creditor who presents his claim to a receiver pursuant to this chapter and whose claim is disallowed in whole or in part by the receiver shall, on demand in writing, be entitled to trial by jury on any issue triable of right by jury.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-19 - Discontinuance of receivership action

14A:14-19. Discontinuance of receivership action
A receivership action against a corporation may be discontinued at any time when it is established that cause for the action no longer exists. In such event, the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its property remaining in his hands. Upon such redelivery, the corporation shall be revested with full rights in such property and in its franchises as if the receiver had not been appointed.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-20 - Allowances to receiver and others; costs and expenses

14A:14-20. Allowances to receiver and others; costs and expenses
In any proceeding under this chapter, the court shall allow a reasonable compensation to the receiver for his services and his costs and expenses in the receivership action. It shall also allow reasonable compensation to the following for their services in the receivership action and their costs and expenses: the attorney for the receiver, the appraiser, the auctioneer, the accountant and other persons appointed by the court in connection with the receivership action.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-21 - Distribution of assets; priorities

14A:14-21. Distribution of assets; priorities
(1) After payment of all allowances, expenses and costs, and, subject to the laws of the United States and to subsection 14A:14-21(3), the satisfaction of all liens upon the funds of the corporation to the extent of their lawful priority, the creditors shall be paid proportionately to the amount of their respective debts, excepting mortgage and judgment creditors when the judgment has not been by confession for the purpose of preferring creditors. The creditors shall be entitled to distribution on debts not due, making in such case a rebate of interest, when interest is not accruing on the same.
(2) The surplus funds, if any, after payment of the creditors and the costs, expenses and allowances aforesaid, and the preferred stockholders, shall be divided and paid to the general stockholders proportionately, according to their respective shares.
(3) In any distribution to creditors all persons doing labor or service of any character, in the regular employment of the corporation, shall be entitled to priority of payment for the wages, not to exceed $600. for each claimant, due them respectively for all labor, work and services performed within three months before the institution of a receivership action under this chapter. A claim under this subsection 14A:14-21(3) shall have priority over all other claims against the corporation, but shall be subordinate to (1) a security interest in personal property perfected prior to the date when the receivership action was instituted, which perfected security interest cannot be set aside by the receiver under the provisions of this Chapter, (2) mortgages upon the real property of the corporation, and (3) all claims entitled to higher priority by law.
L.1968, c.350; amended by L.1973, c. 366, s. 75, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-23 - Reorganization under act of Congress; "plan of reorganization" defined

14A:14-23. Reorganization under act of Congress; "plan of reorganization" defined
As used in sections 14A:14-24, 14A:14-25 and 14A:14-26, "plan of reorganization" means a plan of corporate reorganization which has been ordered or confirmed by a court or by a commission or other agency of the United States, in a proceeding brought under any act of Congress providing for the reorganization of corporations.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-24 - Reorganization under act of Congress; implementation of plan of reorganization

14A:14-24. Reorganization under act of Congress; implementation of plan of reorganization
(1) A corporation shall have the power to do any act required or permitted by a plan of reorganization in order to put such plan in effect according to its terms.
(2) The power conferred by subsection (1) of this section shall be exercised by the trustee or trustees, or other person or persons acting in similar capacities, appointed in the reorganization proceeding resulting in the plan of reorganization, or, if none be then acting, by any other person or persons designated or appointed for such purpose in such organization proceeding, or, if no such other person or persons be then acting, by an officer or officers of the corporation.
(3) The exercise of the power to put in effect a plan of reorganization by those designated in subsection (2) of this section shall have the same effect as if done with the unanimous consent of the directors and the shareholders.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-25 - Reorganization under act of Congress; rights of certain shareholders

14A:14-25. Reorganization under act of Congress; rights of certain shareholders
In any case where a plan of reorganization of a corporation provides for any action to be taken, which, if taken pursuant to any provisions of this act would entitle dissenting shareholders to payment of the value of their shares, such action may be taken by such corporation in reorganization without payment to shareholders of the value of their shares.
L.1968, c.350; amended by L.1973, c. 366, s. 76, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-26 - Reorganization under act of Congress; certificates

14A:14-26. Reorganization under act of Congress; certificates
When any plan of reorganization provides for any action to be taken, which, if taken pursuant to any provisions of this act, would require the filing of a certificate or other document in the office of the Secretary of State, such certificate or other document shall be executed on behalf of the corporation by the persons specified in subsection (2) of section 14A:14-24 and shall be filed in the office of the Secretary of State. Such certificate or other document shall recite that its making and filing are authorized pursuant to a plan of reorganization, and shall make reference to the proceeding in which the plan of reorganization was ordered or confirmed.
L.1968, c.350; amended by L.1973, c. 366, s. 77, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-27 - Reorganization under act of Congress; powers and duties of state instrumentalities

14A:14-27. Reorganization under act of Congress; powers and duties of state instrumentalities
Nothing contained in sections 14A:14-24, 14A:14-25 or 14A:14-26 shall be construed to abrogate, limit or restrict the powers and duties over any corporation imposed or conferred by law on any State officer, board, commission or other agency.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:15-3 - Additional corporate filing fees

14A:15-3 Additional corporate filing fees
14A:15-3. Additional corporate filing fees. The State Treasurer shall also charge and collect for:
(1) filing an application to reserve a
specified corporate name and issuing
a certificate of reservation $50.00
if application is for the first name available for
corporate use among not more than
three specified names $50.00
(2) filing a notice of transfer of a
reserved corporate name $25.00
(3) filing an application by a foreign corporation
to register its corporate name $50.00
(4) filing an application by a foreign corporation
to renew the registration of its corporate name $50.00
(5) filing a statement of cancellation of shares $75.00
(6) filing a statement of reduction of
stated capital $75.00
(7) filing a certificate as to the acquisition of
the shares or a class of shares of
a domestic corporation $75.00
(8) issuing a certificate of standing, including
registered agent and registered office $25.00
(9) issuing a certificate of standing, same as
above, but including incorporators, officers
and directors, and authorized shares $25.00
(10) issuing a certificate of standing,
listing charter documents $25.00
(11) issuing a certificate of availability of
corporate name (one to three names) $25.00
(12) filing a certificate of registration of
alternate name $50.00
(13) filing a certificate of renewal of
registration of alternate name $25.00
(14) filing a certificate of correction, in addition
to any applicable license fee $10.00
(15) filing and issuing a rein
(15) filing and issuing a reinstatement
of charter $75.00
(16) corporate status reports -- per name $5.00
(17) accepting service of process
against corporation pursuant
to N.J.S.2A:15-26 et seq. $25.00
(18) filing a termination of alternate name $75.00
L.1968, c.350; amended 1971, c.253, s.5; 1973, c.366, s.78; 1979, c.295; 1982, c.52, s.6; 1987, c.435, s.10; 1988, c.94, s.70; 2002, c.34, s.21.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:16-1 - Construction

14A:16-1. Construction
(1) The provisions of this act not inconsistent with those of prior laws shall be construed as a continuation of such laws.
(2) This act shall be deemed to be a part of the general and permanent statutes of this State. The abbreviation "N.J.S. 14A" shall constitute a reference to this act, and sections of this act may be cited by section number only, preceded by such abbreviation.
(3) No repeal contained herein shall affect any right now vested in any person pursuant to the provisions of any law so repealed, nor, except as otherwise provided herein, shall it affect any remedy in an action or proceeding heretofore instituted and pending on the effective date of this act. "Action or proceeding" as used in this section shall not be limited to judicial actions or proceedings.
(4) The repeal of Title 14 of the Revised Statutes, as amended and supplemented, shall not of itself be deemed to revive any common law right or remedy abolished by any provision of said Title.
(5) The classification and arrangement of the sections of this act have been made for purposes of convenience, reference and orderly arrangement, and no implication or presumption of a legislative construction shall be drawn therefrom.
(6) In the construction of this act, no outline or analysis of the contents hereof or of any chapter or other part hereof, no cross-reference or cross-reference note and no headnote or source note to any section shall be deemed to be a part hereof.
(7) If any chapter, section or provision of this act shall be declared to be unconstitutional, invalid or inoperative in whole or in part, by a court of competent jurisdiction, such chapter, section or provision shall, to the extent that it is not declared unconstitutional, invalid or inoperative, be enforced and effectuated, and no such determination shall be deemed to invalidate or make ineffectual the remaining provisions of this act.
(8) The provisions of chapter 1 of Title 1 of the Revised Statutes shall be applicable to this act.
(9) Any reference to a section or sections of Title 14 of the Revised Statutes, as amended and supplemented, in any other statute which became effective prior to the effective date of this act and which remains in effect, shall be given effect on and after the effective date of this act, as though the reference therein were made to the section or sections of this act which contain the statutory material formerly included in said section or sections of Title 14, as amended and supplemented. Where the statutory material formerly included in Title 14 as amended and supplemented, is not included in this act, references thereto in any other statute which so became effective and remains in effect, shall cease to be operative and shall be deemed to be superseded.
L.1968, c.350; amended by L.1969, c. 102, s. 16.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:16-2 - Acts saved from repeal

14A:16-2. Acts saved from repeal
The following acts and parts of acts, and all amendments thereof, are saved from repeal:
R.S. 14:2-2
R.S. 14:3-7
R.S. 14:3-10
R.S. 14:7-5
R.S. 14:8-18
R.S. 14:8-22
R.S. 14:11-16
R.S. 14:13-13
P.L.1950, c. 102 (C. 14:17-1)
P.L.1959, c. 200 (C. 14:18-1 through C. 14:18-12)
P.L.1962, c. 233 (C. 14:19-1 through C. 14:19-17)
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:16-3 - Acts repealed

14A:16-3. Acts repealed
The following acts and parts of acts, and all other acts which are inconsistent with this act, except those specifically saved from repeal by this act, are hereby repealed:
Title 14 of the Revised Statutes
P.L.1938, c. 178 (C. 14:15-7 through C. 14:15-9)
P.L.1938, c. 180 (C. 14:15-10)
P.L.1938, c. 303 (C. 14:13-15)
P.L.1942, c. 124 (C. 14:3-14)
P.L.1943, c. 175 (C. 14:8-3.1)
P.L.1945, c. 131 (C. 14:3-15 through C. 14:3-17)
P.L.1950, c. 220 (C. 14:3-13.1 through C. 14:3-13.4)
P.L.1950, c. 282 (C. 14:4-4.1)
P.L.1951, c. 254 (C. 14:13-7.1 through C. 14:13-7.3)
P.L.1952, c. 33 (C. 14:12-10)
P.L.1963, c. 161 (C. 14:4-7, C. 14:4-8)
P.L.1964, c. 177 (C. 14:10-9.1)
P.L.1967, c. 116 (C. 14:12A-1 through C. 14:12A-5)
P.L.1968, c. 151 (C. 14:15-1.1)
P.L.1968, c. 168 (C. 14:1-3.1)
P.L.1968, c. 262 (C. 14:3-18)
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:17-1 - Legislative intent

14A:17-1. Legislative intent
It is the legislative intent to provide for the incorporation of an individual or group of individuals to render the same professional service to the public for which such individuals are required by law to be licensed or to obtain other legal authorization.
L.1969, c. 232, s. 1, eff. Dec. 16, 1969.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:17-3 - Terms defined.

14A:17-3 Terms defined.
3. Terms defined. As used in this act, the following words shall have the meanings indicated:
(1) "Professional service" shall mean any type of personal service to the public which requires as a condition precedent to the rendering of such service the obtaining of a license or other legal authorization and which prior to the passage of this act and by reason of law could not be performed by a corporation. By way of example and without limiting the generality thereof, the personal services which come within the provisions of this act are the personal services rendered by certified public accountants, architects, optometrists, ophthalmic dispensers and technicians, professional engineers, land surveyors, land planners, chiropractors, physical therapists, registered professional nurses, psychologists, dentists, osteopaths, physicians and surgeons, doctors of medicine, doctors of dentistry, podiatrists, veterinarians and, subject to the Rules of the Supreme Court, attorneys-at-law;
(2) "Professional corporation" means a corporation which is organized under this act for the sole and specific purpose of rendering the same or closely allied professional service as its shareholders, each of whom must be licensed or otherwise legally authorized within this State to render such professional service;
(3) "Closely allied professional service" means and is limited to the practice of (a) architecture, professional engineering, land surveying and land planning and (b) any branch of medicine and surgery, optometry, opticianry, physical therapy, registered professional nursing, psychology, and dentistry;
(4) "Domestic professional legal corporation" means a professional corporation incorporated under P.L.1969, c.232 (C.14A:17-1 et seq.) for the sole purpose of rendering legal services of the type provided by attorneys-at-law;
(5) "Foreign professional legal corporation" means a corporation incorporated under the laws of another state for the purpose of rendering legal services of the type provided by attorneys-at-law.
L.1969, c.232, s.3; amended 1981, c.425, s.1; 1986, c.131; 1991, c.105, s.1; 1995, c.375, s.1; 2005, c.27; 2005, c.259, s.22 2014, c.79.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:17-4 - Application of act

14A:17-4. Application of act
This act shall not apply to any individual or groups within this State who, prior to the passage of this act, were permitted to organize a corporation and perform personal services to the public by the means of a corporation, and this act shall not apply to any corporations organized by such individual or group of individuals prior to the passage of this act; provided, however, any such individual or group of individuals or any such corporation may bring themselves and such corporation within the provisions of this act by amending the certificate of incorporation in such a manner so as to be consistent with all the provisions of this act and by affirmatively stating in the amended certificate of incorporation that the shareholders have elected to bring the corporation within the provisions of this act.
L.1969, c. 232, s. 4, eff. Dec. 16, 1969.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:17-5 - Professional corporation and foreign professional legal corporation

14A:17-5. Professional corporation and foreign professional legal corporation
5. Professional corporation and foreign professional legal corporation.
(a) One or more persons, each of whom is duly licensed or otherwise legally authorized to render the same or closely allied professional service within this State, may organize and become a shareholder or shareholders of a professional corporation for pecuniary profit under the provisions of the Business Corporation Act of New Jersey (Title 14A, Corporations, General, of the New Jersey Statutes), for the sole and specific purpose of rendering such professional service.
(b) A foreign professional legal corporation may render legal services of the type provided by attorneys-at-law in this State provided by that it secures a certificate of authority from the Secretary of State in accordance with Chapter 13 of the Business Corporation Act of New Jersey (Title 14A, Corporations, General, of the New Jersey Statutes) and provided further that every shareholder or employee of the foreign professional legal corporation providing legal services in this State 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.5; amended 1981,c.425,s.2; 1995,c.375,s.2.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:17-6 - Directors and officers

14A:17-6. Directors and officers
A professional corporation which has only one shareholder need have only one director who shall be such shareholder. Such one shareholder shall also serve as the president of the corporation. The other officers of the corporation in such a case need not be licensed or otherwise legally authorized to render the same professional service within this State, as such one shareholder. A professional corporation which has only 2 shareholders need have only 2 directors who shall be such shareholders. The 2 shareholders shall, between them, fill all the officerships of the professional corporation.
L.1969, c. 232, s. 6, eff. Dec. 16, 1969.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:17-7 - Rendering of professional service limited to licensed personnel; charges authorized

14A:17-7. Rendering of professional service limited to licensed personnel; charges authorized
7. Rendering of professional service limited to licensed personnel; charges authorized.
No professional corporation or foreign professional legal corporation may render professional services in this State except through its officers, employees and agents who are duly licensed or otherwise legally authorized to render such professional services within this State; provided, however, that this provision shall not be interpreted to include in the term "employee" as used herein clerks, secretaries, administrators, bookkeepers, technicians and other assistants who are not usually and ordinarily considered by law, custom and practice to be rendering professional service to the public for which a license or other legal authorization is required in connection with the profession to be practiced, nor does the term "employee" include any other person who performs all his employment under the direct supervision and control of an officer, agent or employee who is himself rendering professional service to the public on behalf of the professional corporation; provided, that no person shall, under the guise of employment, practice a profession unless duly licensed to practice that profession under the laws of this State. Notwithstanding any other or contrary provisions of the laws of the State, a professional corporation or foreign professional legal corporation may charge for its services, may collect such charges, and may compensate its officers, employees and agents, including those persons excluded from the term "employee" as used herein.
L.1969,c.232,s.7; amended 1991,c.105,s.2; 1995,c.375,s.3.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:17-8 - Professional relationship; personal liability; corporate liability

14A:17-8. Professional relationship; personal liability; corporate liability
8. Professional relationship; personal liability; corporate liability. Nothing contained in this act shall be interpreted to abolish, repeal, modify, restrict or limit the law now in effect in this State applicable to the professional relationship and the contract, tort and other legal liabilities between the person furnishing the professional services and the person receiving such professional service and to the standards for professional conduct, including the confidential relationship between the person rendering the professional services and the person receiving such professional service, if any; and all confidential relationships previously enjoyed under the laws of this State or hereafter enacted shall remain inviolate. Any officer, shareholder, agent or employee of a professional corporation or a foreign professional legal corporation shall remain personally and fully liable and accountable for any negligent or wrongful acts or misconduct committed by him, or by any person under his direct supervision and control, while rendering professional service on behalf of the corporation in this State to the person for whom such professional service was being rendered; provided, that the personal liability of shareholders of a professional corporation, in their capacity as shareholders of such corporation, shall be no greater in any aspect than that of a shareholder-employee of a corporation organized under the provisions of the Business Corporation Act of New Jersey, exclusive of this act. The professional corporation shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its officers, shareholders, agents or employees while they are engaged on behalf of the corporation in the rendering of professional service. The assets of a professional corporation shall not be liable to attachment for the individual debts of its shareholders. Notwithstanding the foregoing, the relationship of an individual to a professional corporation or a foreign professional legal corporation with which such individual is or may be associated, whether as shareholder, director, officer, employee or agent, shall in no way modify, extend or diminish the jurisdiction over such individual, of and by whatever State, agency, office or authority which licensed or otherwise legally authorized him to render service in a particular field of endeavor in this State.
L.1969,c.232,s.8; amended 1995,c.375,s.4.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.