reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-8 - Plan of dissolution and disposition of assets

15A:12-8. Plan of dissolution and disposition of assets
a. Every corporation which dissolves pursuant to section 15A:12-2, 15A:12-3, 15A:12-4, 15A:12-5, 15A:12-6 or 15A:12-7 shall adopt a plan of dissolution for the satisfaction of its liabilities and the distribution of its assets. The plan shall implement all provisions in the certificate of incorporation or bylaws prescribing the disposition of assets.
b. The plan shall include, where appropriate, provisions to implement the following in the priority set forth below:
(1) Payment and discharge of all liabilities and obligations of the corporation;
(2) Compliance with all conditions of any tax exemption applicable to the corporation;
(3) Return, transfer or conveyance of all assets received and held by the corporation upon condition that the assets be returned, transferred or conveyed upon dissolution of the corporation;
(4) Transfer or conveyance of all assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon condition set forth in paragraph (3) of subsection b. of this section, to one or more domestic or foreign corporations engaged in activities substantially similar to those of the dissolving corporation or, if applicable, to a receiver to be held for the benefit of the public and for use in accordance with the limitations, or pursuant to a court order;
(5) Distribution of all assets required by the corporation's certificate of incorporation or bylaws to be distributed to the members in the manner so specified;
(6) Disposition of all other assets.
c. If the corporation has no disposable assets at the time of dissolution, the plan of dissolution shall include a statement to that effect.
L.1983, c. 127, s. 15A:12-8, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-9 - Disposition of unclaimed assets

15A:12-9. Disposition of unclaimed assets
Any assets required to be distributed 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.1983, c. 127, s. 15A:12-9, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-10 - Certificate of dissolution; contents; approval

15A:12-10. Certificate of dissolution; contents; approval
Upon authorization of dissolution in the manner specified in this chapter, a certificate of dissolution shall be executed and an original and a copy of the certificate shall be filed in the office of the Secretary of State in accordance with the section of this act pursuant to which the dissolution is authorized. The Secretary of State shall forward the copy to the Attorney General. The certificate of dissolution 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 name and address of each of its officers and trustees, which addresses shall be either the residence address of such person or other address where that person regularly receives mail and which is not the address of the corporation;
e. The plan of dissolution;
f. That the corporation elects to dissolve;
g. The manner in which the dissolution was authorized;
h. A statement that the liabilities of the corporation have been discharged, or that adequate provision has been made therefor, or that the assets of the corporation are not sufficient to discharge its liabilities, and that all the assets of the corporation have been fairly applied, to the extent possible, to pay the liabilities;
i. If the dissolution is effected by the written consent of all its members pursuant to section 15A:12-3 or of all its trustees pursuant to section 15A:12-5, that the certificate has been signed in person or by proxy by all the members entitled to vote thereon or by all the trustees of the corporation;
j. If the dissolution is effected pursuant to section 15A:12-4, the text of the board resolution authorizing dissolution, the date and place of the meeting of members called to vote upon the dissolution, the total number of members entitled to vote on the dissolution and the number of members present at the meeting, the number of votes voted for and voted against the dissolution and, where applicable, the number of votes in each class voted for and voted against the dissolution;
k. If the dissolution is effected pursuant to section 15A:12-6, 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;
l . If the dissolution is effected pursuant to section 15A:12-7, the fact that the corporation is dissolved because of expiration of the period of duration stated in its certificate of incorporation or bylaws; and
m. A statement that the plan of dissolution and the distribution of assets has been approved by a judge of the Superior Court or by a governmental body or officer if such approval is required.
L.1983, c. 127, s. 15A:12-10, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-11 - Dissolution in action brought by the Attorney General

15A:12-11. Dissolution in action brought by the Attorney General
15A:12-11. Dissolution in Action Brought by the Attorney General.
a. The Attorney General may bring an action in the Superior Court for the dissolution of a corporation upon the ground that the corporation:
(1) Has procured its organization through fraudulent misrepresentation or concealment of a material fact;
(2) Has had its certificate of incorporation revoked under subsection c. of section 15A:4-5 (failure to file its annual report);
(3) Has conducted activities after the period of duration specified in its certificate of incorporation and has neither amended its certificate of incorporation to extend the period nor proceeded to liquidate and cease activities;
(4) Has repeatedly exceeded the authority conferred upon it by law;
(5) Has repeatedly conducted its business in an unlawful manner;
(6) Has misused or improperly failed to use its powers, privileges or franchises;
(7) Is insolvent;
(8) Has suspended its ordinary activities for lack of funds;
(9) Is conducting its activities 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 it;
(10) Is conducting its activities at a great loss and with great prejudice to the interests of its creditors or members; or
(11) 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 this section, the court may declare the corporation dissolved and a copy of the order of the court may be filed in the office of the Secretary of State as evidence thereof.
c. The enumeration in subsection a. of this section 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.1983, c.127, s.15A:12-11, eff. Oct. 1, 1983; amended 1997, c.139, s.4.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-13 - Discontinuance of action or special proceeding

15A:12-13. Discontinuance of action or special proceeding
An action or special proceeding for the dissolution of a corporation may be discontinued at any stage when it is established that the cause for dissolution did not exist or no longer exists. In that event, the court shall dismiss the action or special proceeding and direct any receiver, appointed pursuant to this chapter, or other court appointed officer, to redeliver to the corporation all its remaining property.
L.1983, c. 127, s. 15A:12-13, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-14 - Effective time of dissolution

15A:12-14. Effective time of dissolution
A corporation is dissolved:
a. Upon the proclamation of the Secretary of State issued pursuant to subsection c. of section 15A:4-5; or
b. When an original and a copy of a certificate of dissolution is filed in the office of the Secretary of State pursuant to section 15A:12-2, 15A:12-7, or 15A:12-10, except when a later time not to exceed 30 days after the date of filing is specified in the certificate of dissolution; or
c. When a judgment of forfeiture of corporate existence or of dissolution is entered by a court of competent jurisdiction.
L.1983, c. 127, s. 15A:12-14, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-15 - Effect of dissolution

15A:12-15. Effect of dissolution
a. Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not carry on activities except for the purpose of winding up its affairs by:
(1) Collecting its assets;
(2) Fulfilling or discharging its contracts;
(3) Conveying for cash or upon deferred payments, with or without security, those of its assets as are not to be distributed in kind to its members;
(4) Paying, satisfying and discharging its debts and other liabilities; and
(5) Doing all other acts required to liquidate its activities and affairs.
b. Subject to the provisions of subsection a. of this section, and except as otherwise provided by court order, the corporation, its officers, trustees and members shall continue to function for the purpose of winding up the affairs of the corporation in the same manner as if dissolution had not occurred. In particular, and without limiting the generality of the foregoing:
(1) The trustees 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 15A:6-14;
(2) Title to the corporation's assets shall remain in the corporation until transferred by it in the corporate name;
(3) The dissolution shall not change quorum or voting requirements for the board or members, nor shall it alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, trustees or officers, or provisions regarding amendment or repeal of bylaws or adoption of new bylaws;
(4) Memberships which were transferable prior to the dissolution may thereafter be transferred;
(5) The corporation may sue and be sued in all courts and participate in actions and proceedings, whether judicial, administrative, arbitrative or otherwise, in its corporate name, and process may issue by and against the corporation in the same manner as if dissolution had not occurred;
(6) No action brought against any corporation prior to its dissolution shall abate by reason of the dissolution.
c. The dissolution of a corporation shall not affect any remedy available to or against the corporation, its trustees, officers or members, for any right or claim existing or any liability incurred before the dissolution, except as provided in section 15A:12-12 (jurisdiction of Superior Court to supervise dissolution and liquidation) or 15A:12-19 (filing or barring claims).
L.1983, c. 127, s. 15A:12-15, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-17 - Effect of revocation of dissolution

15A:12-17. Effect of revocation of dissolution
a. Upon the filing of an original and a copy of a certificate of revocation as authorized by this act, the revocation of dissolution proceedings shall become effective, and the corporation may, subject to the provisions of subsection b. of this section, again conduct activities in the same manner as if the dissolution proceedings had never been commenced.
b. If, pursuant to subsection d. of section 15A:2-2, 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.1983, c. 127, s. 15A:12-17, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-18 - Notice to creditors; filing claims

15A:12-18. Notice to creditors; filing claims
a. 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. The notice shall be published three 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.
b. On or before the date of the first publication of the notice as provided in subsection a. of this section, 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 the notice shall not constitute recognition that any person to whom the notice is directed is a creditor of the corporation other than for the purpose of receipt of notice hereunder.
c. 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.
d. 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.1983, c. 127, s. 15A:12-18, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-19 - Barring of claims of creditors

15A:12-19. Barring of claims of creditors
a. Any creditor as defined in subsection c. of section 15A:12-18 who does not file a claim as provided in the notice given pursuant to section 15A:12-18, and all those claiming through or under that creditor, shall be forever barred from suing on the claim or otherwise realizing upon or enforcing it except, in the case of a creditor who shows good cause for not having previously filed a claim, to the extent as the Superior Court may allow:
(1) Against the corporation to the extent of any undistributed assets; or
(2) If the undistributed assets are not sufficient to satisfy the claim, against a member or other person, corporation or corporate business entity to the extent of the distributee's ratable part of the claim, out of the assets of the corporation distributed to the distributee in liquidation or dissolution.
b. This section shall not apply to claims which are in litigation on the date of the first publication of the notice pursuant to section 15A:12-18.
L.1983, c. 127, s. 15A:12-19, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-20 - Disposition of rejected claims

15A:12-20. 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 c. of section 15A:12-18, the corporation or the receiver, as the case may be, shall mail notice of the rejection to the creditor. If the creditor does not bring suit upon the claim within 60 days from the time the notice was mailed, the creditor and all those claiming through or under that creditor shall, except as otherwise provided in this chapter, be forever barred from suing on the 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.1983, c. 127, s. 15A:12-20, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-21 - Jurisdiction of the superior court

15A:12-21. Jurisdiction of the superior court
At any time after a corporation has been dissolved in any manner, a creditor, as defined in subsection c. of section 15A:12-18, or a member of the corporation, or, where there are no members, a trustee 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 the application, and shall make 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 trustees 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.1983, c. 127, s. 15A:12-21, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-22 - Judgment of dissolution; filing copy

15A:12-22. 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. The Secretary of State shall notify the Attorney General of the action.
L.1983, c. 127, s. 15A:12-22, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-23 - Dissolution upon liquidation

15A:12-23. Dissolution upon liquidation
No corporation shall be completely liquidated and all of its assets distributed unless provision is made for the dissolution of the corporation and the payment of all fees, taxes, and other expenses incidental thereto.
L.1983, c. 127, s. 15A:12-23, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:13-1 - Holding and conveying real estate

15A:13-1. Holding and conveying real estate
A foreign corporation shall have the same powers with respect to real property located in this State, or any interest therein, as a domestic corporation.
L.1983, c. 127, s. 15A:13-1, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:13-2 - Application of act to foreign corporations

15A:13-2. Application of act to foreign corporations
a. Foreign corporations which were duly authorized to conduct activities in this State prior to January 1, 1969, and which did not thereafter withdraw from this State and which remain so authorized on the effective date of this act, for a purpose or purposes for which a corporation might secure authority under this act, are deemed to be authorized to conduct activities under this act and shall be entitled to all the rights and privileges applicable to foreign corporations procuring certificates of authority to transact business in this State under this act; and from the time this act takes effect those corporations shall be subject to all the duties, restrictions, penalties and liabilities prescribed herein for foreign corporations procuring certificates of authority to transact business in this State under this act.
b. A foreign corporation which receives a certificate of authority under this act shall, until a certificate of revocation or of withdrawal is issued as provided in this act, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which the certificate of authority is issued; and, except as in this act otherwise provided, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character.
c. A foreign corporation which conducts activities in this State without a certificate of authority under this act shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a foreign corporation procuring a certificate of authority.
L.1983, c. 127, s. 15A:13-2, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:13-3 - Admission of foreign corporation

15A:13-3. Admission of foreign corporation
a. A foreign corporation shall not have the right to conduct activities in this State until it shall have procured a certificate of authority so to do from the Secretary of State. The preceding sentence shall not be operative until 90 days after the effective date of this act. A foreign corporation may be authorized to conduct in this State any activities which may be done lawfully in this State by a domestic corporation, to the extent that it is authorized to conduct those activities in the jurisdiction of its incorporation, but no other activities.
b. Without excluding other activities which may not constitute conducting activities in this State, a foreign corporation shall not be considered to be conducting activities in this State, for the purposes of this act, by reason of carrying on in this State any one or more of the following activities:
(1) Maintaining, defending or otherwise participating in any action or proceeding, whether judicial, administrative, arbitrative or otherwise, or effecting the settlement thereof or the settlement of claims or disputes;
(2) Holding meetings of its trustees or members;
(3) Maintaining bank accounts or borrowing money, with or without security, even if the borrowings are repeated and continuous transactions and even if the security has a situs in this State;
(4) Maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositories with relation to its securities.
c. The specification in subsection b. of this section does not establish a standard for activities which may subject a foreign corporation to service of process or taxation in this State.
L.1983, c. 127, s. 15A:13-3, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:13-4 - Application for certificate of authority

15A:13-4. Application for certificate of authority
a. To procure a certificate of authority to conduct activities in this State, a foreign corporation shall file in the office of the Secretary of State an original and a copy of an application executed on behalf of the corporation setting forth:
(1) The name of the corporation and the jurisdiction of its incorporation;
(2) The date of incorporation and the period of duration of the corporation;
(3) The address of the main office or headquarters of the corporation;
(4) The address of the registered office of the corporation in this State, and the name of its registered agent in this State at that address, together with a statement that the registered agent is an agent of the corporation upon whom process against the corporation may be served; and
(5) The character of the activities it is to conduct in this State, together with a statement that it is authorized to conduct those activities in the jurisdiction of its incorporation.
b. Attached to the application shall be a certificate setting forth that the corporation is in good standing under the laws of the jurisdiction of its incorporation, executed by the official of that jurisdiction who has custody of the records pertaining to corporations and dated not earlier than 30 days prior to the filing of the application. If the certificate is in a foreign language, a translation thereof under oath of the translator shall be attached thereto.
c. Upon the filing of the original and the copy of the application, the Secretary of State shall forward the copy to the Attorney General and shall issue to the foreign corporation a certificate of authority to conduct activities in this State.
L.1983, c. 127, s. 15A:13-4, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:13-5 - Effect of certificate of authority

15A:13-5. Effect of certificate of authority
Upon the issuance of a certificate of authority by the Secretary of State, the foreign corporation shall be authorized to conduct in this State any activities of the character set forth in its application. The authority shall continue so long as it retains authority to conduct those activities in the jurisdiction of its incorporation and its authority to conduct activities in this State has not been surrendered or revoked.
L.1983, c. 127, s. 15A:13-5, eff. Oct. 1, 1983.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.