reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:6-5 - Vacancies and newly created directorships

14A:6-5. Vacancies and newly created directorships
(1) Unless otherwise provided in the certificate of incorporation or the by-laws, any directorship not filled at the annual meeting, any vacancy, however caused, occurring in the board, and newly created directorships resulting from an increase in the authorized number of directors may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum of the board, or by a sole remaining director. A director so elected by the board shall hold office until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.
(2) Unless otherwise provided in the certificate of incorporation or by-laws, when one or more directors shall resign from the board effective at a future date, a majority of the directors, then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as herein provided in the filling of other vacancies.
(3) Any directorship not filled by the board may be filled by the shareholders at an annual meeting or at a special meeting of shareholders called for that purpose.
(4) If by reason of death, resignation or other cause a corporation has no directors in office, any shareholder or the executor or administrator of a deceased shareholder may call a special meeting of shareholders for the election of directors and, over his own signature, shall give notice of said meeting in accordance with section 14A:5-4 except to the extent that such notice is waived pursuant to section 14A:5-5.
L.1968, c.350; amended 1988,c.94,s.27.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:6-6 - Removal of directors

14A:6-6. Removal of directors
(1) One or more or all the directors of a corporation may be removed for cause or, unless otherwise provided in the certificate of incorporation, without cause by the shareholders by the affirmative vote of the majority of the votes cast by the holders of shares entitled to vote for the election of directors.
(2) Unless otherwise provided in the certificate of incorporation, the removal of directors, with or without cause, by vote of the shareholders as provided in subsection 14A:6-6(1), is subject to the following qualifications
(a) In any case where cumulative voting is authorized, if less than the total number of directors then serving on the board is to be removed by the shareholders, no one of the directors may be so removed if the votes cast against his removal would be sufficient to elect him if then voted cumulatively at an election of the entire board; or, if there are classes of directors, at an election of the class of directors of which he is a part;
(b) A director elected by a class vote, as authorized by subsection 14A:6-4(2), may be removed only by a class vote of the holders of shares entitled to vote for his election;
(c) If the certificate of incorporation requires a greater vote than a plurality of the votes cast for the election of directors, no director may be removed except by the greater vote required to elect him; and
(d) Shareholders of a corporation whose board of directors is classified as provided in subsection 14A:6-4(1) shall not be entitled to remove directors without cause.
(3) The certificate of incorporation or a by-law adopted by the shareholders may provide that the board shall have the power to remove directors for cause and to suspend directors pending a final determination that cause exists for removal.
(4) The Superior Court, in an action in which the court may proceed in a summary manner or otherwise, may review the removal or suspension of a director for cause.
(5) No act of the board done during the period when a director has been suspended or removed for cause shall be impugned or invalidated solely on account of the suspension or removal if the suspension or removal is thereafter rescinded by the shareholders or by the board or by the final judgment of the court.
L.1968, c.350; amended 1988,c.94,s.28.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:6-8 - Director conflicts of interest

14A:6-8. Director conflicts of interest
(1) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any domestic or foreign corporation, firm or association of any type or kind in which one or more of its directors are directors or are otherwise interested, shall be void or voidable solely by reason of such common directorship or interest, or solely because such director or directors are present at the meeting of the board or a committee thereof which authorizes or approves the contract or transaction, or solely because his or their votes are counted for such purpose, if any one of the following is true:
(a) The contract or other transaction is fair and reasonable as to the corporation at the time it is authorized, approved or ratified; or
(b) The fact of the common directorship or interest is disclosed or known to the board or committee and the board or committee authorizes, approves, or ratifies the contract or transaction by unanimous written consent, provided at least one director so consenting is disinterested, or by affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(c) The fact of the common directorship or interest is disclosed or known to the shareholders, and they authorize, approve or ratify the contract or transaction.
(2) Common or interested directors may be counted in determining the presence of a quorum at a board or committee meeting at which a contract or transaction described in subsection 14A:6-8(1) is authorized, approved or ratified.
(3) The board, by the affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, shall have authority to establish reasonable compensation of directors for services to the corporation as directors, officers, or otherwise.
L.1968, c.350; amended 1973,c.366,s.24; 1988,c.94,s.30.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:6-9 - Executive committee; other committees

14A:6-9. Executive committee; other committees
(1) If the certificate of incorporation or the by-laws so provide, the board, by resolution adopted by a majority of the entire board, may appoint from among its members an executive committee and one or more other committees, each of which shall have one or more members. To the extent provided in such resolution, or in the certificate of incorporation or in the by-laws, each such committee shall have and may exercise all the authority of the board, except that no such committee shall
(a) make, alter or repeal any by-law of the corporation;
(b) elect or appoint any director, or remove any officer or director;
(c) submit to shareholders any action that requires shareholders' approval; or
(d) amend or repeal any resolution theretofore adopted by the board which by its terms is amendable or repealable only by the board.
(2) The board, by resolution adopted by a majority of the entire board may,
(a) fill any vacancy in any such committee;
(b) appoint one or more directors to serve as alternate members of any such committee, to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members;
(c) abolish any such committee at its pleasure; and
(d) remove any director from membership on such committee at any time, with or without cause.
(3) Actions taken at a meeting of any such committee shall be reported to the board at its next meeting following such committee meeting; except that, when the meeting of the board is held within 2 days after the committee meeting, such report shall, if not made at the first meeting, be made to the board at its second meeting following such committee meeting.
(4) The designation of any such committee and the delegation thereto of authority shall not operate to relieve the board, or any member thereof, of any responsibility imposed by law.
L.1968, c.350; amended by L.1971, c. 394, s. 1, eff. Jan. 7, 1972; L.1973, c. 366, s. 25, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:6-10 - Place and notice of directors' meetings

14A:6-10. Place and notice of directors' meetings
(1) Meetings of the board may be held either within or without this State, unless otherwise provided by the certificate of incorporation or the by-laws.
(2) Regular meetings of the board may be held with or without notice as prescribed in the by-laws. Special meetings of the board shall be held upon such notice as is prescribed in the by-laws. Notice of any meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting. The attendance of any director at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by him. Neither the business to be transacted at, nor the purpose of, any meeting of the board need be specified in the notice or waiver of notice of such meeting unless required by the by-laws. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten days in any one adjournment.
(3) Where appropriate communication facilities are reasonably available, any or all directors shall have the right to participate in all or any part of a meeting of the board or a committee of the board by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other, unless otherwise provided in the certificate of incorporation or the by-laws.
L.1968, c.350; amended 1969,c.102,ss.7,17; 1988,c.94,s.31.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:6-11 - Loans to directors, officers or employees

14A:6-11. Loans to directors, officers or employees
A corporation may lend money to, or guarantee any obligation of, or otherwise assist, any director, officer or employee of the corporation or of any subsidiary, whenever, in the judgment of the directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be made with or without interest, and may be unsecured, or secured in such manner as the board shall approve, including, without limitation, a pledge of shares of the corporation, and may be made upon such other terms and conditions as the board may determine.
L.1968, c.350; amended 1973,c.366,s.26; 1988,c.94,s.32.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:6-13 - Liability of directors; presumption of assent to action taken at a meeting

14A:6-13. Liability of directors; presumption of assent to action taken at a meeting
A director of a corporation who is present at a meeting of its board, or any committee thereof of which he is a member, at which action on any corporate matter referred to in section 14A:6-12 is taken shall be presumed to have concurred in the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before or promptly after the adjournment thereof. Such right to dissent shall not apply to a director who voted in favor of such action. A director who is absent from a meeting of the board, or any committee thereof of which he is a member, at which any such action is taken shall be presumed to have concurred in the action unless he shall file his dissent with the secretary of the corporation within a reasonable time after learning of such action.
L.1968, c.350; amended by L.1973, c. 366, s. 28, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:6-14 - Liability of directors; reliance on records and reports

14A:6-14. Liability of directors; reliance on records and reports
Liability of directors; reliance on records and reports.
(1) Directors and members of any committee designated by the board shall discharge their duties in good faith and with that degree of diligence, care and skill which ordinarily prudent people would exercise under similar circumstances in like positions.
(2) In discharging their duties, directors and members of any committee designated by the board shall not be liable if, acting in good faith, they rely
(a) Upon the opinion of counsel for the corporation;
(b) Upon written reports setting forth financial data concerning the corporation and prepared by an independent public accountant or certified public accountant or firm of such accountants;
(c) Upon financial statements, books of account or reports of the corporation represented to them to be correct by the president, the officer of the corporation having charge of its books of account, or the person presiding at a meeting of the board; or
(d) Upon written reports of committees of the board.
(3) A director shall not be personally liable to the corporation or its shareholders for damages for breach of duty as a director if and to the extent that such liability has been eliminated or limited by a provision in the certificate of incorporation authorized by subsection (3) of N.J.S. 14A:2-7.
(4) In taking action, including, without limitation, action which may involve or relate to a change or potential change in the control of the corporation, a director shall be entitled to consider, without limitation, both the long-term and the short-term interests of the corporation and its shareholders. For the purpose of this subsection, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the corporation, whether through the ownership of voting shares, by contract or otherwise.
L.1968, c.350; amended 1987,c.35,s.3; 1988,c.94,s.33; 1989,c.17,s.3.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:6-15 - Officers

14A:6-15. Officers
(1) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, one or more vice presidents, and such other officers as may be prescribed by the by-laws. Unless otherwise provided in the by-laws, the officers shall be elected by the board.
(2) Any two or more offices may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the by-laws to be executed, acknowledged, or verified by two or more officers.
(3) Any officer elected as herein provided shall hold office for the term for which he is so elected and until a successor is elected and has qualified, subject to earlier termination by removal or resignation.
(4) All officers of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in the by-laws, or as may be determined by resolution of the board not inconsistent with the by-laws.
L.1968, c.350; amended by L.1973, c. 366, s. 29, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:6-16 - Removal and resignation of officers; filling of vacancies

14A:6-16. Removal and resignation of officers; filling of vacancies
(1) Any officer elected by the board may be removed by the board with or without cause. An officer elected by the shareholders may be removed, with or without cause, only by vote of the shareholders but his authority to act as an officer may be suspended by the board for cause. The removal of an officer shall be without prejudice to his contract rights, if any. Election of an officer shall not of itself create contract rights.
(2) An officer may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation.
(3) Any vacancy occurring among the officers, however caused, shall be filled in the manner provided in the by-laws. In the absence of such provision, any vacancy shall be filled by the board.
L.1968, c.350; amended 1988,c.94,s.34.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:6-17 - Bonds; facsimile signatures and seals

14A:6-17. Bonds; facsimile signatures and seals
The seal of the corporation and any or all signatures of the officers or other agents of the corporation upon a bond and any coupon attached thereto may be facsimiles if the bond is countersigned by an officer or other agent of a trustee or other certifying or authenticating authority. In case any officer or other agent who has signed or whose facsimile signature has been placed upon such bond or coupon shall have ceased to be such officer or agent before such bond is issued, it may be issued by the corporation with the same effect as if he were such officer or agent at the date of its issue.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:7-1 - Authorized shares

14A:7-1. Authorized shares
(1) Each corporation shall have power to create and issue the number of shares stated in its certificate of incorporation. Such shares may consist of one class or may be divided into two or more classes and any class may be divided into one or more series. Each class and series may have such designation and such relative voting, dividend, liquidation and other rights, preferences, and limitations as shall be stated in the certificate of incorporation, except that all shares of the same class shall be either without par value or shall have the same par value. Each class and series shall be designated so as to distinguish its shares from those of every other class and series.
(2) In particular, and without limitation upon the general power granted by subsection 14A:7-1(1), a corporation, when so authorized in its certificate of incorporation, may issue classes of shares and series of shares of any class
(a) entitling the holders thereof to cumulative, non-cumulative or partially cumulative dividends;
(b) entitling the holders thereof to receive dividends payable on a parity with or in preference to the dividends payable on any other class or series;
(c) entitling the holders thereof to preferential rights upon the liquidation of, or upon any distribution of the assets of, the corporation;
(d) convertible as provided in section 14A:7-9;
(e) redeemable as provided in section 14A:7-6;
(f) lacking voting rights or having limited voting rights or enjoying special or multiple voting rights.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:7-4 - Consideration for shares

14A:7-4. Consideration for shares
(1) Subject to any restriction contained in the certificate of incorporation, shares may be issued for such consideration as shall be fixed from time to time by the board or as shall be determined in accordance with a general formula or at not less than such minimum consideration as the board shall authorize.
(2) The shareholders may reserve in the certificate of incorporation the right to fix the consideration to be received for shares. If such right is reserved as to any shares, the shareholders shall either fix the consideration to be received for such shares or authorize the board to fix such consideration.
(3) (Deleted by amendment, P.L. 1988, c. 94.)
(4) (Deleted by amendment, P.L. 1988, c. 94.)
(5) (Deleted by amendment, P.L. 1988, c. 94.)
(6) A good faith judgment of the board of directors or the shareholders, as the case may be, as to the value of the consideration is conclusive.
L.1968, c.350; amended 1988,c.94,s.36.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:7-5 - Payment for shares; nonassessability

14A:7-5. Payment for shares; nonassessability
(1) Subject to any restrictions contained in the certificate of incorporation, the consideration for the issuance of shares may be paid, in whole or in part, in: (a) money, (b) real property,(c) tangible or intangible personal property, including stock of another corporation, and obligations of the subscriber or of another person, whether secured or unsecured, (d) labor or services actually performed for the corporation or in its formation, or (e) labor or services to be performed in the future for the corporation. A new employee's termination of employment with a prior employer or the employee's acceptance of employment with the corporation is adequate consideration for the issuance of shares.
(2) When payment of the full consideration for which shares are to be issued is made, the subscriber shall thereupon become entitled to all the rights and privileges of a holder of such shares, including the registration in his name of a certificate representing them, and such shares shall be fully paid and nonassessable.
L.1968, c.350; amended 1973,c.366,s.32; 1988,c.94,s.37.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:7-6 - Redeemable shares

14A:7-6. Redeemable shares
(1) A corporation may provide in its certificate of incorporation for one or more classes or series of shares which are redeemable, in whole or in part, at the option of the corporation in cash, its bonds or other property, at such price or prices, within such period or periods, and under such conditions as are stated in the certificate of incorporation. A sinking fund may be created for the redemption of any class or series of redeemable shares.
(2) A corporation which is an open-end investment company, as defined in an Act of Congress entitled "Investment Company Act of 1940," as amended or supplemented, or any act adopted in substitution therefor, may, if its certificate of incorporation so provides and upon compliance with that act, issue shares which are redeemable at the option of the holder at a price approximately equal to the shares' proportionate interest in the net assets of the corporation, and a shareholder may compel redemption of such shares in accordance with their terms.
(3) A corporation may provide, in its certificate of incorporation for one or more classes or series of shares which are redeemable, in whole or in part, at the option of the shareholder. Subject to the restrictions imposed by section 14A:7-16, such shares may be redeemable in cash, bonds of the corporation or other property, at such price or prices, as are fixed, or established by formula, within such period or periods and under such conditions as are stated in the certificate of incorporation, and such shares may also be redeemable at the option of the corporation, as provided in subsection 14A:7-6(1). If any shares redeemable at the option of the shareholder are outstanding, the certificate of incorporation may be amended to delete or limit the provisions concerning redeemability with respect to those outstanding shares only with the unanimous approval of the holders of those shares. The provisions of this subsection shall not be applicable to an open-end investment company.
(4) (Deleted by amendment, P.L. 1988, c. 94.)
L.1968, c.350; amended 1969,c.102,ss.8,17; 1973,c.366,s.33; 1988,c.94,s.38.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:7-7 - Share rights and options

14A:7-7. Share rights and options
14A:7-7. Share rights and options.
(1) Subject to any provisions in respect thereof set forth in its certificate of incorporation in effect before the authorization and issuance of the rights or options, a corporation may create and issue, whether or not in connection with the issuance and sale of any of its shares or bonds, rights or options entitling the holders thereof to purchase from the corporation shares of any class or series for such consideration and upon such terms and conditions as may be fixed by the board. Such rights or options shall be evidenced in such manner as the board shall approve and, without limiting the generality of the foregoing, may be evidenced by warrants attached to or forming part of bond instruments or share certificates or existing independently thereof. The instruments evidencing such rights or options shall set forth or incorporate by reference the terms and conditions of their exercise, including the time or times, which may be limited or unlimited in duration, within which, and the price or prices at which such shares may be purchased from the corporation, and any limitations on the transferability of any such right or option. The rights or options may contain provisions which adjust the rights or options in the event of an acquisition of shares or a reorganization, merger, consolidation, sale of assets or other occurrence. The consideration for shares to be purchased upon the exercise of any such right or option shall comply with the requirements of sections 14A:7-4 and 14A:7-5. A good faith judgment of the board as to the adequacy of the consideration received for such rights or options is conclusive.
(2) (Deleted by amendment, P.L.1988, c.94.)
(3) Notwithstanding N.J.S.14A:7-1 and N.J.S.14A:7-2 and any other provision of chapter 7 of Title 14A of the New Jersey Statutes, and unless otherwise provided in the certificate of incorporation in effect before the authorization and issuance of the rights or options, a corporation may before, on or after the effective date of this 1989 amendatory act, authorize and issue rights or options which include conditions that prevent the holder of a specified percentage of the outstanding shares of the corporation, including subsequent transferees of the holder, from exercising those rights or options or which invalidate any rights or options beneficially owned by the holder of a specified percentage of the outstanding shares of the corporation, including subsequent transferees of the holder.
L.1968, c.350; amended 1969,c.102,ss.9,17; 1973,c.366,s.34; 1988,c.94,s.39; 1989,c.107,s.1.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:7-8.1 - Par value of shares and stated capital.

14A:7-8.1. Par value of shares and stated capital.
(1) Unless otherwise provided in the certificate of incorporation, all shares shall have no par value and no stated capital shall be required to be maintained.
(2) A corporation in its certificate of incorporation may specify a par value for any class or series of its shares, may require that a specified stated capital be maintained, or may impose any other capitalization requirements. A corporation which specifies in its certificate of incorporation the par value for its shares or a specified stated capital shall not be subject to any limitations on distributions other than those set forth in section 14A:7-14.1, unless other restrictions are set forth in the certificate of incorporation.
(3) If for any reason the laws of this State or those of any other jurisdiction require that the par value of shares or stated capital of a corporation be ascertained, then solely for that purpose a domestic corporation which has not otherwise made express provision therefor in its certificate of incorporation shall be deemed to have declared and be entitled to declare that its capital stock has a par value of one mill per share and a stated capital of one mill times the number of shares then outstanding.
(added) 1988,c.94,s.40.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:7-9 - Convertible shares and bonds.

14A:7-9. Convertible shares and bonds.
(1) When so provided in its certificate of incorporation, a corporation may issue shares of any class or series convertible, at the option of the holder or of the corporation or both, into shares of any other class or classes or of any series of the same or any other class or classes.
(2) Unless otherwise provided in its certificate of incorporation, a corporation may issue bonds convertible, at the option of the holder or of the corporation or both, into shares of any class or classes or of any series of any class or classes, upon such terms and conditions as may be fixed by the board. The bond instrument shall set forth or incorporate by reference the terms and conditions of the conversion privilege.
(3) No issue of shares or bonds convertible into shares of the corporation shall be made unless a sufficient number of shares of the appropriate class or classes or series, either authorized but unissued or treasury shares, are reserved by the board to be issued or disposed of only in satisfaction of the conversion privileges of the convertible shares or bonds being issued.
(4) If there is shareholder approval of the issue of shares or bonds convertible into shares of the corporation, such approval may provide that the board is authorized upon such issue to increase the authorized shares of any class or series to such number as will be not more than sufficient, when added to the previously authorized but unissued shares of such class or series, to satisfy the conversion privileges of the convertible shares or bonds being issued. The board, when so authorized, may increase the authorized shares of the corporation by filing a certificate of amendment to the certificate of incorporation. The certificate shall be executed on behalf of the corporation and shall set forth
(a) The name of the corporation;
(b) The date of adoption of the amendment;
(c) The amendment so adopted;
(d) That the amendment is made pursuant to authority granted by the shareholders in connection with shareholder approval of the issue of shares or bonds of the corporation convertible into the shares being authorized by the amendment; and
(e) The designation of the convertible shares or bonds and the date of such shareholder approval.
(5) (Deleted by amendment, P.L. 1988, c. 94.)
(6) (Deleted by amendment, P.L. 1988, c. 94.)
(7) When bonds have been converted, they shall be cancelled and not reissued. The disposition of converted shares is provided for in section 14A:7-18.
L.1968, c.350; amended 1988,c.94,s.41.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:7-10 - Expenses of organization, reorganization and financing

14A:7-10. Expenses of organization, reorganization and financing
The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by such corporation out of the consideration received by it in payment for its shares without thereby rendering such shares assessable or not fully paid.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:7-11 - Certificates representing shares

14A:7-11. Certificates representing shares
(1) The shares of a corporation shall be represented by certificates or, in accordance with subsection 14A:7-11(6), shall be uncertificated shares. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board, or the president or a vice-president, and may be countersigned by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation and may be sealed with the seal of the corporation or a facsimile thereof. Any or all signatures upon a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of its issue.
(2) Every share certificate delivered after the effective date of this act by a corporation which is authorized to issue shares of more than one class shall set forth upon the face or back of the certificate, a full statement
(a) Of the designations, relative rights, preferences and limitations of the shares of each class and series authorized to be issued, so far as the same have been determined, and
(b) Of the authority of the board to divide the shares into classes or series and to determine and change the relative rights, preferences and limitations of any class or series, or shall set forth that the corporation will furnish to any shareholder, upon request and without charge, such a full statement.
(3) Each certificate representing shares shall state upon the face thereof
(a) That the corporation is organized under the laws of this State;
(b) The name of the person to whom issued; and
(c) The number and class of shares, and the designation of the series, if any, which such certificate represents.
(4) No certificate shall be issued for any share until such share is fully paid.
(5) A card which is punched, magnetically coded or otherwise treated so as to facilitate machine or automatic processing, may be used as a share certificate if it otherwise complies with the provisions of this section.
(6) The board may provide that some or all of the shares of any class or series shall be represented by uncertificated shares. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates by subsections 14A:7-11(2) and 14A:7-11(3), and if required, 14A:7-12(2). Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.
L.1968, c.350; amended 1973,c.366,s.36; 1988,c.94,s.42.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:7-13 - Issuance of fractional shares or scrip

14A:7-13. Issuance of fractional shares or scrip
Unless otherwise provided in its certificate of incorporation, a corporation may, but shall not be obliged to, issue fractions of a share and certificates therefor. By action of its board, a corporation may, in lieu of issuing fractional shares, pay cash equal to the value of such fractional share, or issue scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip aggregating a full share. A certificate for a fractional share shall entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any distribution of assets of the corporation in the event of liquidation, but scrip shall not entitle the holder to exercise such voting rights, receive dividends or participate in any such distribution of assets unless such scrip shall so provide. All scrip shall be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date. If such scrip is not so exchanged, the corporation shall either sell the shares for which such scrip was exchangeable and distribute the proceeds thereof pro rata to the holders of such scrip, or pay, pro rata, to the holders of such scrip the market value of the shares for which such scrip was exchangeable as of the day when such scrip became void.
L.1968, c.350; amended by L.1973, c. 366, s. 37, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:7-14.1 - Limitations on distributions to shareholders

14A:7-14.1. Limitations on distributions to shareholders
(1) "Distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a dividend, a purchase, redemption or other acquisition of its shares, or otherwise.
(2) A corporation may not make a distribution if, after giving effect thereto, either:
(a) The corporation would be unable to pay its debts as they become due in the usual course of its business; or
(b) The corporation's total assets would be less than its total liabilities.
(3) Determinations under paragraph 14A:7-14.1(2)(b) may be based upon (i) financial statements prepared on the basis of generally accepted accounting principles, (ii) financial statements prepared on the basis of other accounting practices and principles that are reasonable in the circumstances, or (iii) a fair valuation or other method that is reasonable in the circumstances.
(4) In the case of a purchase, redemption or other acquisition by a corporation of its own shares, the effect of a distribution shall be measured as of the earlier of (i) the date money or other property is transferred or debt is incurred by the corporation, or (ii) the date the shareholder ceases to be a shareholder with respect to the acquired shares. In all other cases, the effect of a distribution shall be measured (i) as of the date of its authorization if payment occurs 120 days or less following the date of authorization, or (ii) as of the date of payment if payment occurs more than 120 days following the date of authorization.
(5) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section shall not be subordinated to the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.
(added) 1988,c.94,s.44.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:7-15 - Authority to pay dividends

14A:7-15. Authority to pay dividends
(1) Subject to any restrictions contained in the certificate of incorporation and to the provisions of section 14A:7-14.1, a corporation may, from time to time, by resolution of its board, pay dividends on its shares in cash, in its own shares, in its bonds or in other property, including the shares or bonds of other corporations.
(2) (Deleted by amendment, P.L. 1988, c. 94.)
(3) (Deleted by amendment, P.L. 1988, c. 94.)
(4) (Deleted by amendment, P.L. 1988, c. 94.)
(5) Unless the certificate of incorporation otherwise provides, a dividend may be paid in shares having a preference in the assets of the corporation upon liquidation, whether or not the net assets at the time of the share dividend are less than the aggregate amount of such prior and newly created preferences.
(6) (Deleted by amendment, P.L. 1988, c. 94.)
L.1968, c.350; amended 1988,c.94,s.45.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:7-16 - Acquisitions of a corporation's own shares

14A:7-16. Acquisitions of a corporation's own shares
14A:7-16. Acquisitions of a corporation's own shares.
(1) Subject to the provisions of section 14A:7-14.1, a corporation may acquire its own shares.
(2) (Deleted by amendment, P.L.1988, c.94.)
(3) (Deleted by amendment, P.L.1988, c.94.)
(4) (Deleted by amendment, P.L.1988, c.94.)
(5) No acquisition of its own shares shall be made by a corporation
(a) Contrary to any restrictions contained in the certificate of incorporation;
(b) (Deleted by amendment, P.L.1988, c.94.)
(c) Unless after such acquisition there remain outstanding one or more classes or series of shares possessing, among them collectively, voting rights and unlimited residual rights as to dividends and distribution of assets on liquidation; or
(d) In the case of redeemable shares and within the period of their redeemability, at a price greater than the applicable redemption price plus, in the case of shares entitled to cumulative dividends, the dividends which would have accrued to the next dividend date following the date of acquisition.
(6) (Deleted by amendment, P.L.1988, c.94.)
(7) Unless the certificate of incorporation otherwise provides, a corporation may acquire its shares whether or not the net assets remaining after the transaction are less than the aggregate amount of the preferences of outstanding shares in the assets of the corporation upon liquidation.
(8) In connection with an agreement to acquire its shares, a corporation may grant a security interest in the acquired shares to secure an obligation to pay for the acquisition. The shares shall not be deemed to be reacquired by the corporation and cancelled on its books until the obligation of the corporation is fully paid or discharged.
(9) A corporation may acquire or agree to acquire its shares, notwithstanding that the acquisition would constitute a distribution prohibited under section 14A:7-14.1, if all or part of the purchase price is deferred until such time as the payment would not constitute a prohibited distribution.
L.1968, c.350; amended 1988,c.94,s.47; 1995,c.279,s.9.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:7-18 - Cancellation of reacquired shares

14A:7-18. Cancellation of reacquired shares
14A:7-18. Cancellation of reacquired shares.
(1) When shares of a corporation are reacquired by purchase, by redemption or by their conversion into other shares of the corporation, the reacquisition shall effect their cancellation, unless the board determines that the shares shall be treasury shares or the bylaws so provide. In addition, any shares which were treasury shares on or before December 1, 1988, shall continue to be treasury shares unless cancelled by the board. The board may cancel treasury shares at any time. Upon their cancellation, shares shall be restored to the status of authorized but unissued shares, unless the certificate of incorporation, or the plan of merger or consolidation in the case of shares acquired by the corporation pursuant to Chapter 11 of this act, provides that such shares shall not be reissued, in which case a certificate of amendment to the certificate of incorporation shall be filed, pursuant to a resolution of the board, reducing the authorized number of shares by the number of shares so cancelled.
(2) The certificate of amendment reducing the authorized shares shall be executed on behalf of the corporation and filed in the office of the Secretary of State not later than 30 days after the cancellation of the reacquired shares not to be reissued. The statement shall set forth:
(a) The name of the corporation;
(b) The number of shares cancelled, itemized by classes and series, and the date of adoption of the resolution of the board cancelling such shares;
(c) The aggregate number of authorized shares, itemized by classes and series, after giving effect to such cancellation;
(d) A statement that the certificate of incorporation or plan of merger provides that the shares cancelled shall not be reissued; and
(e) That the certificate of incorporation is amended by decreasing the aggregate number of shares which the corporation is authorized to issue by the number of shares cancelled.
(f) (Deleted by amendment, P.L.1988, c.94.)
(3) (Deleted by amendment, P.L.1988, c.94.)
(4) A certificate of amendment reducing the authorized shares because of the conversion of convertible shares shall be filed only if the certificate of incorporation provides that such shares shall not be reissued. The certificate of amendment shall set forth the information required by subsection 14A:7-18(2) and in the case of cancellation of converted shares, the certificate of amendment shall be filed not later than 90 days after the close of the fiscal year in which the shares were reacquired.
(5) Nothing contained in this section shall be construed to forbid a cancellation of shares or a reduction of authorized shares in any other manner permitted by this act.
L.1968, c.350; amended 1973,c.366,s.40; 1988,c.94,s.48; 1995,c.279,s.10.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:8-1 - Employee benefit plans.

14A:8-1 Employee benefit plans.
14A:8-1. Employee benefit plans.
(1) A corporation may establish and carry out wholly or partly at its expense, any one or more of the following plans for the benefit of some or all employees, as hereinafter defined, and their families, dependents or beneficiaries:
(a) Plans providing for the sale or distribution of its shares of any class or series, held by it or issued or purchased by it for the purpose, including stock option, stock purchase, stock bonus, profit-sharing, savings, pension, retirement, deferred compensation and other plans of similar nature, whether or not such plans also provide for the distribution of cash or property other than its shares;
(b) Plans providing for payments solely in cash or property other than shares of the corporation, including profit-sharing, bonus, savings, pension, retirement, deferred compensation and other plans of similar nature; and
(c) Plans for the furnishing of medical services; life, sickness, accident, disability or unemployment insurance or benefits; education; housing; social and recreational services; and other similar aids and services.
(2) The term "employees" as used in this chapter means employees, officers, directors, and agents of the corporation or any subsidiary thereof, or other persons who are or have been actively engaged in the conduct of the business of the corporation or any subsidiary thereof, including any who have retired, become disabled or died prior to the establishment of any plan heretofore or hereafter adopted.
(3) Employee benefits plans may be adopted, amended or terminated by a corporation by the act of its board, a committee of the board, or officers to whom the responsibility has been delegated. Notwithstanding the foregoing, any plan providing for the issuance of shares shall be initially adopted by the board or any committee thereof.
(4) The board of directors may, by a resolution adopted by the board or a committee of the board, authorize one or more officers of the corporation to do one or both of the following: (a) designate officers and employees of the corporation or of any of its subsidiaries to be recipients of shares of stock, rights or options created by the corporation; or (b) determine the number of shares, rights or options to be received by those officers and employees; provided, however that the resolution authorizing those officers shall specify the total number of shares, rights or options the officers may award. A resolution adopted pursuant to this subsection shall prohibit any officer from designating himself as a recipient of any shares, rights or options.
Amended 1969, c.102, ss.11,17; 1973, c.366, s.42; 1988, c.94, s.49; 2009, c.159.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:8-2.1 - Trust funds for employees; creation; maintenance and administration

14A:8-2.1. Trust funds for employees; creation; maintenance and administration
Any domestic or foreign corporation which has adopted, or hereafter adopts, a plan described in section 14A:8-1 may establish one or more trust funds of the property contributed or held by any corporation or any subsidiary thereof for the purposes of a plan. Any trust fund may be held and administered by the corporation adopting a plan or by any trustee or trustees, within or without this State, appointed by the corporation for that purpose.
(added) 1988,c.94,s.50.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:8-3.1 - Continuation of trust; law against perpetuities inapplicable

14A:8-3.1. Continuation of trust; law against perpetuities inapplicable
The period for which any trust may be created and maintained may be as long as may be desirable for the complete administration of any plan as originally adopted or thereafter amended, and no trust or trust fund shall be subject to or held to be in violation of any principle of law, against perpetuities or restraints on alienation or perpetual accumulations of trusts.
(added) 1988,c.94,s.51.