2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-16 - Revocation of dissolution proceedings

15A:12-16. Revocation of dissolution proceedings
a. Dissolution proceedings commenced pursuant to section 15A:12-3, 15A:12-4, 15A:12-5, 15A:12-6, or 15A:12-7 may be revoked at any time within 60 days after the effective time of dissolution, as determined pursuant to section 15A:12-14, if no disposition of corporate assets has been made and no proceeding pursuant to section 15A:12-21 is pending, by filing in the office of the Secretary of State an original and a copy of a certificate of revocation signed, in person or by proxy, by all of the members or, if there are no members entitled to vote thereon, by all of the trustees, stating that revocation is effective pursuant to subsection a. of this section and that all the members or, if there are no members entitled to vote thereon, all of the trustees of the corporation have signed the certificate, in person or by proxy. In the case of a corporation dissolved pursuant to section 15A:12-7, the certificate must be accompanied by an original and a copy of a certificate of amendment executed by the same persons executing the certificate of revocation containing the information set forth in subsection b. of section 15A:9-4 and extending the period of duration for a specified or indefinite period of time. The Secretary of State shall forward the copy of the certificate to the Attorney General.
b. In addition to the procedures for revocation of dissolution set forth in subsection a. of this section, corporations having dissolved pursuant to section 15A:12-3, 15A:12-4 or 15A:12-5 may also revoke the dissolution at any time within 60 days after the effective time of dissolution, as determined pursuant to section 15A:12-14, if no disposition of corporate assets has been made and no proceeding pursuant to section 15A:12-21 is pending, in the following manner:
(1) The board of trustees shall call a meeting of members to vote upon the question of revocation of the dissolution proceedings, and in connection with the meeting, the members shall be given the same notice, and the revocation shall be approved by the same vote, as that required by section 15A:12-4 for the approval of dissolution; if there are no members entitled to vote on the revocation, the trustees must approve the revocation at a meeting of the board by the same vote as that required by section 15A:12-5 for the approval of the dissolution;
(2) If the members or trustees approve the revocation, an original and a copy of a certificate of revocation shall be executed on behalf of the corporation and shall be filed in the office of the Secretary of State, and the certificate shall state:
(a) that dissolution is revoked pursuant to subsection b. of section 15A:12-16;
(b) the matters required by subsections a., b., c., and d. of section 15A:12-10;
(c) if the revocation of the dissolution is effected by the written consent of all of its members or all of its trustees, that the certificate has been signed in person or by proxy by all the members entitled to vote thereon or by all of the trustees of the corporation; and
(d) if the revocation of the dissolution is effected by action of its board and its members, the text of the board resolution authorizing revocation, the date and place of the meeting of members called to vote upon the revocation, the total number of members entitled to vote on the revocation, the number of members present at the meeting, the number of votes voted for and voted against the revocation and, where applicable, the number of votes in each class voted for and voted against the revocation.
The Secretary of State shall forward the copy to the Attorney General;
(3) If approval of the dissolution of a corporation is required by a governmental body or officer, and the approval has been given, approval of the revocation of that body or officer must be filed with the certificate of revocation.
L.1983, c. 127, s. 15A:12-16, eff. Oct. 1, 1983.