reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 13 - Conservation and Development--Parks and Reservations › Section 13:20-25 - Council may institute action, proceeding for injunctive relief.

13:20-25 Council may institute action, proceeding for injunctive relief.
27. The council may institute an action or proceeding in Superior Court for injunctive relief for any violation of this act, or any rule or regulation adopted pursuant thereto, or, in the preservation area for any violation of, or nonconformance with, the regional master plan. The council may also institute an action or proceeding for injunctive relief for any violation of the regional master plan in the planning area as it relates to a municipality or county that has been approved to be in conformance with the regional master plan pursuant to section 15 of this act. In any action or proceeding brought pursuant to this section, the court may proceed in a summary manner and may also grant temporary or interlocutory relief.
L.2004,c.120,s.27.
2023 New Jersey Revised Statutes › Title 13 - Conservation and Development--Parks and Reservations › Section 13:20-26 - Council decision deemed final agency action, appellate review.

13:20-26 Council decision deemed final agency action, appellate review.
28. Any decision rendered or action taken by the council pursuant to this act shall be a final agency action subject to judicial review in the Appellate Division of the Superior Court of New Jersey in accordance with the Rules of Court. The court may grant such relief as it deems just and proper, and to make and enter an order enforcing, modifying, and enforcing as so modified, remanding for further specific evidence or findings, or setting aside in whole or in part, the decision of the council. The findings of fact upon which the council's decision is based shall be conclusive if supported by substantial evidence on the record considered as a whole.
L.2004,c.120,s.28.
2023 New Jersey Revised Statutes › Title 13 - Conservation and Development--Parks and Reservations › Section 13:20-27 - Annual report of council.

13:20-27 Annual report of council.
29. On or before March 31 in each year the council shall make an annual report of its activities for the preceding calendar year to the Governor, the Legislature, and the governing body and the chief executive officer of each municipality and county in the Highlands Region. Each such report shall set forth a complete operating and financial statement covering its operations during the year.
L.2004,c.120,s.29.
2023 New Jersey Revised Statutes › Title 13 - Conservation and Development--Parks and Reservations › Section 13:20-31 - Adoption of rules, regulations; procedure.

13:20-31 Adoption of rules, regulations; procedure.
33. a. Within 270 days after the date of enactment of this act, and notwithstanding the provisions of the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.) to the contrary, the Commissioner of Environmental Protection, after consultation with the Department of Agriculture, the Department of Community Affairs, the State Planning Commission, and the Department of Transportation, shall, immediately upon filing proper notice with the Office of Administrative Law, adopt the rules and regulations prepared by the department pursuant to section 34 of this act and any other rules and regulations necessary to establish the Highlands permitting review program established pursuant to section 35 of this act.
b. The rules and regulations adopted pursuant to subsection a. of this section shall be in effect for a period not to exceed one year after the date of the filing. These rules and regulations shall thereafter be adopted, amended, or readopted by the commissioner in accordance with the requirements of the "Administrative Procedure Act," after consultation with the council, the Department of Agriculture, the Department of Community Affairs, the State Planning Commission, and the Department of Transportation.
c. The requirements and provisions of sections 33 through 43 of this act shall not apply in the planning area.
L.2004,c.120,s.33.
2023 New Jersey Revised Statutes › Title 13 - Conservation and Development--Parks and Reservations › Section 13:20-34 - Review of applications.

13:20-34 Review of applications.
36. a. The Commissioner of Environmental Protection shall review filed applications for Highlands permitting reviews, including any information presented at public hearings or during a comment period, or submitted during the application review period.
Except as otherwise provided by subsection b. of this section, a Highlands permitting review approval may be issued only upon a finding that the proposed major Highlands development:
(1) would have a de minimis impact on water resources and would not cause or contribute to a significant degradation of surface or ground waters. In making this determination, the commissioner shall consider the extent of any impacts on water resources resulting from the proposed major Highlands development, including, but not limited to, the regenerative capacity of aquifers or other surface or ground water supplies, increases in stormwater generated, increases in impervious surface, increases in stormwater pollutant loading, changes in land use, and changes in vegetative cover;
(2) would cause minimal feasible interference with the natural functioning of animal, plant, and other natural resources at the site and within the surrounding area, and minimal feasible individual and cumulative adverse impacts to the environment both onsite and offsite of the major Highlands development;
(3) will result in minimum feasible alteration or impairment of the aquatic ecosystem including existing contour, vegetation, fish and wildlife resources, and aquatic circulation of a freshwater wetland;
(4) will not jeopardize the continued existence of species listed pursuant to "The Endangered and Nongame Species Conservation Act," P.L.1973, c.309 (C.23:2A-1 et seq.) or the "Endangered Plant Species List Act," P.L.1989, c.56 (C.13:1B-15.151 et seq.), or which appear on the federal endangered or threatened species list, and will not result in the likelihood of the destruction or adverse modification of habitat for any rare, threatened, or endangered species of animal or plant;
(5) is located or constructed so as to neither endanger human life or property nor otherwise impair the public health, safety, and welfare;
(6) would result in minimal practicable degradation of unique or irreplaceable land types, historical or archeological areas, and existing public scenic attributes at the site and within the surrounding area; and
(7) meets all other applicable department standards, rules, and regulations and State laws.
b. A Highlands permitting review approval may be issued to a major Highlands development granted a waiver pursuant to the provisions of subsection b. of section 35 of this act notwithstanding the inability to make the finding required pursuant to subsection a. of this section.
L.2004,c.120,s.36.
2023 New Jersey Revised Statutes › Title 14 - Acts Saved From Repeal › Section 14:2-2 - Additional corporate purposes

14:2-2. Additional corporate purposes
There may be incorporated under this Title corporations for the purpose of
(1) Constructing, maintaining and operating railroads or street railways, or
(2) Constructing, maintaining and operating works, systems, conduits, conductors, lines, equipment, and facilities for the carrying on of one or more of the activities separately described in any one of subsections a through g following:
a. Generation, transmission and distribution of electric current for heat, light and power, or
b. Manufacturing, processing, transmission, distribution and supply of gas for heat, light and power, and other purposes, or
c. Furnishing means of disposal of sewage, or
d. Production, transmission, distribution and supplying of steam heat and power or steam power, or
e. Generation, transmission and distribution of water power or of electrical power generated by water power, or
f. Supplying of telegraph or telephone service or telegraph and telephone service, or
g. Transmission, distribution and supplying of water, and
(3) Furnishing such service or the sale of such product for profit to the public within or outside of this State.
Each corporation heretofore incorporated and organized under any of the provisions of Title 48 of the Revised Statutes, or of any other statutes therein revised, shall hereafter be governed by the provisions of Title 14 of the Revised Statutes to the same extent that it would have been governed thereby if it had been incorporated thereunder and it shall be subject to the restrictions and conditions in said title contained but shall have, in addition to the powers and privileges conferred by said Title 14 of the Revised Statutes,
a. All the powers conferred upon it by the provisions of the statute under which it was incorporated and organized, and
b. The power to issue its capital stock without nominal or par value and to change its existing capital stock to stock without nominal or par value as may be provided for in its charter or certificate of incorporation or any amendment thereof in the manner prescribed by the statute hereby supplemented subject, however, to such control by the Public Utility Commission as is provided by law.
L.1937, c. 188. Amended by L.1962, c. 198, s. 197.
2023 New Jersey Revised Statutes › Title 14 - Acts Saved From Repeal › Section 14:3-7 - Land improvement companies; ferry rights; sale of franchise for operating ferries; waiver of exemptions by purchaser

14:3-7. Land improvement companies; ferry rights; sale of franchise for operating ferries; waiver of exemptions by purchaser
That any corporation organized under any law of this state for the purpose of laying out and improving such lands as it is authorized to own or purchase, and having power under its act of incorporation or any supplement thereto, to purchase and enjoy ferry rights, shall have power whenever the directors of such company deem it advisable to separate such ferry rights from the other property and franchises of such company, to sell and transfer its franchise of owning, operating and enjoying a ferry or ferries and all its property, real and personal, connected therewith or appurtenant thereto, to any other corporation organized or to be organized under the laws of this state, authorized by law to transact the business of transporting goods, merchandise or passengers by water, at such price and upon such terms as may be agreed upon by and between the directors of said two corporations, and to receive payment therefor either in money, property or in the capital stock of such purchasing corporation; and after such sale and transfer it shall be lawful for the corporation purchasing such franchise or franchises, and the property connected therewith or appurtenant thereto, to possess and enjoy the same as fully in all respects as the corporation selling the same by its charter or any supplement thereto is authorized to enjoy such rights and franchises; provided, however, that this act shall not apply to any corporation unless such corporation shall first and as a condition precedent to the exercise of any power granted by this act, file in the office of the secretary of state an agreement, to be approved by the governor and attorney general, waiving all rights of exemption from taxation and from privileges and advantage arising from any law or contract, if any there be, establishing any special mode of taxation of any such corporation, and the further agreement to be bound by any general law of this state now in existence or that may hereafter be passed, taxing such corporations as are now authorized to be taxed by the legislature of the state under any general law, and further agreeing that the exercise of any power granted by this act shall not in any way affect the rights of the state, if any there exist, to take the property of such corporation under any existing law of the state, and agreeing further that all laws affecting such corporations shall be subject to alteration or repeal by the legislature.
L.1888, c. 155, s. 1, p. 198 [C.S. p. 2310, s. 12].
2023 New Jersey Revised Statutes › Title 14 - Acts Saved From Repeal › Section 14:3-10 - Prohibited acquisitions of stock of other corporations; inapplicable to public utility corporations; subsidiaries

14:3-10. Prohibited acquisitions of stock of other corporations; inapplicable to public utility corporations; subsidiaries
No corporation of this state engaged in trade or commerce shall acquire, directly or indirectly, the whole or any part of the stock or other share capital of another corporation also engaged in trade or commerce, where the effect of such acquisition may be to substantially lessen competition between the corporation whose stock is so acquired and the corporation making the acquisition, or to restrain such trade or commerce in any section or community, or tend to created a monopoly of any line of trade or commerce.
No such corporation shall acquire, directly or indirectly, the whole or any part of the stock or other share capital of two or more corporations engaged in trade or commerce where the effect of such acquisition, or the use of such stock by the voting or granting of proxies or otherwise may be to substantially lessen competition between such corporations, or any of them, whose stock or other share capital is so acquired, or to restrain trade or commerce in any section or community, or tend to create a monopoly of any line of trade or commerce.
Nothing contained in this section shall apply to corporations subject to the jurisdiction of the board of public utility commissioners under Title 48, Public Utilities, nor to corporations purchasing such stock solely for investment and not using the same by voting or otherwise to bring about, or in attempting to bring about, the substantial lessening of competition, nor to prevent a corporation engaged in trade or commerce from causing the formation of subsidiary corporations for the actual carrying on of their immediate lawful business, or the natural and legitimate branches or extensions thereof, or from owning and holding all or a part of the stock of such subsidiary corporations, when the effect of such formation is not to substantially lessen competition.
This section shall not be held to affect or impair any right legally acquired before March twenty-eighth, one thousand nine hundred and seventeen.
L.1937, c. 188.
2023 New Jersey Revised Statutes › Title 14 - Acts Saved From Repeal › Section 14:7-5 - Residence of directors and officers of corporations organized under special charter

14:7-5. Residence of directors and officers of corporations organized under special charter
The directors and officers of a corporation incorporated under any special charter need not reside in any designated county or counties of this state. This section shall not apply to mutual fire insurance companies incorporated by special charter.
L.1937, c. 188.
2023 New Jersey Revised Statutes › Title 14 - Acts Saved From Repeal › Section 14:8-18 - Mutual association; creation of capital stock

14:8-18. Mutual association; creation of capital stock
The members of any incorporated mutual association may provide for and create a capital stock of such corporation, upon the consent in writing of all the members of the corporation, and may provide for the payment of such stock, and fix and prescribe the rights and privileges of the stockholders therein.
L.1937, c. 188.
2023 New Jersey Revised Statutes › Title 14 - Acts Saved From Repeal › Section 14:8-22(1) - Manufacturing company incorporated by special act; exchange of full-paid capital stock for assessable shares; issuance of preferred and common shares; reissuance of stock; total capital

14:8-22(1). Manufacturing company incorporated by special act; exchange of full-paid capital stock for assessable shares; issuance of preferred and common shares; reissuance of stock; total capital
1. That it shall and may be lawful for any manufacturing company duly incorporated by special act of incorporation of this state, to exchange any portion of its full-paid capital stock, by and with the consent of the holders thereof, for assessable shares, which shall acknowledge the payment in the aggregate of the same amount of money as may be represented by the full-paid shares so surrendered; and the directors of the said company may call from time to time for installments on the said assessable shares until the same shall be fully paid, and the directors of any such company may, with the consent of all the stockholders thereof first had and obtained in writing, issue any portion of its capital stock in preferred shares bearing a fixed rate of dividend not exceeding eight per cent per annum, which shares shall be subjected to redemption and retirement upon such conditions as may be expressed in the certificates of said stock; and the said directors may use the said preferred shares at par, or the proceeds thereof, to provide additional capital or to pay the debts of the said corporation; it shall be lawful for the said directors in their discretion to make an issue of shares of common stock equal in number to the preferred shares so issued, which common stock shall be subject to assessment from time to time by the directors of the said company for the redemption and retirement of the said preferred stock in accordance with the provisions thereof or for the general uses of the said company; provided always, that any stock of any company which may at any time have been retired or surrendered may be reissued at par for money or in payment of debts; and provided further, that at no time shall the total amount of the capital stock outstanding at any one time exceed the amount authorized by law.
L.1892, c. 264, s. 1, p. 413 [C.S. p. 1671, s. 130].
2023 New Jersey Revised Statutes › Title 14 - Acts Saved From Repeal › Section 14:8-22(2) - Certificate of issue of additional or retirement or reissue of stock to be filed with secretary of state

14:8-22(2). Certificate of issue of additional or retirement or reissue of stock to be filed with secretary of state
2. That whenever any additional stock shall be issued, or any stock shall be retired or reissued, a certificate thereof shall be filed in the office of the secretary of state, showing the total amount of stock outstanding at the date of the filing of such certificate.
L.1892, c. 264, s. 2, p. 414 [C.S. p. 1671, s. 131].
2023 New Jersey Revised Statutes › Title 14 - Acts Saved From Repeal › Section 14:11-16(1) - Corporations organized for educational, library or literary purposes having authority to issue capital stock; change of name; increase of capital stock, procedure

14:11-16(1). Corporations organized for educational, library or literary purposes having authority to issue capital stock; change of name; increase of capital stock, procedure
1. Any corporation of this state, organized for educational, library or literary purposes, incorporated under any general or special law of this state authorizing the issue of capital stock by such corporation, may change its name or increase its capital stock in manner following: The board of directors, trustees or managers of such corporation shall pass a resolution declaring that such change of name or increase of capital stock is advisable; a copy of such resolution, certified by the president and secretary under the corporate seal, acknowledged or proved as in the case of deeds of real estate, together with the written assent of a majority in interest of the stockholders of said corporation, shall be filed in the office of the secretary of state, and upon the filing of the same, the charter or certificate of incorporation of said corporation shall be deemed to be amended accordingly, and the certificate of the secretary of state that such certified copy of the resolution of the board of directors, managers or trustees, and assent of stockholders have been filed in his office, shall be taken and accepted as evidence of such change of name or increase of stock in all courts and places.
L.1904, c. 118, s. 1, p. 244 [C.S. p. 4297, s. 7].
2023 New Jersey Revised Statutes › Title 14 - Acts Saved From Repeal › Section 14:11-16(2) - Corporations organized for educational, library or literary purposes authorized to issue shares of preferred stock; abrogation and surrender of authority to issue preferred shares; procedure

14:11-16(2). Corporations organized for educational, library or literary purposes authorized to issue shares of preferred stock; abrogation and surrender of authority to issue preferred shares; procedure
2. Any corporation of this state organized for educational, library or literary purposes, incorporated under any general or special law of this state, authorizing the issue of capital stock by such corporation, and also authorizing the issue by such corporation of preferred stock or preferred shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation, but never having actually issued any such preferred stock or preference shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation, may abrogate and surrender any provision in its charter or certificate of incorporation authorizing the issue of such preferred stock or preference shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation, in manner following: The board of directors, managers or trustees shall pass a resolution declaring that the abrogation or surrender by the corporation of the provision in its charter or certificate of incorporation, authorizing the issue of preferred stock, preference shares or shares of stock entitled to dividend or interest in preference to other shares of the corporation, is advisable; a copy of such resolution, certified by the president and secretary under the corporate seal, acknowledged or proved as in the case of deeds of real estate, together with the written assent of a majority in interest of the stockholders of said corporation, shall be filed in the office of the secretary of state, and upon the filing of the same, the charter or certificate of incorporation of said corporation shall be deemed to be amended accordingly, and the certificate of the secretary of state that such certified copy of the resolution of the board of directors, managers or trustees, and assent of stockholders have been filed in his office, shall be taken and accepted as evidence of such abrogation and surrender of the provision in the charter or certificate of incorporation of said corporation authorizing the issue of preferred stock, preference shares or shares of stock entitled to dividend or interest in preference to other shares of stock of the corporation in all courts and places.
L.1904, c. 118, s. 2, p. 244 [C.S. p. 4297, s. 8].
2023 New Jersey Revised Statutes › Title 14 - Acts Saved From Repeal › Section 14:13-13 - Corporate deeds of record ten years; recitals as to dissolution and power of trustees to convey; presumptive proof

14:13-13. Corporate deeds of record ten years; recitals as to dissolution and power of trustees to convey; presumptive proof
A corporation incorporated under the laws of this state prior to the year one thousand eight hundred and seventy-five shall be presumed to have been dissolved and its directors to have become trustees for the purpose of winding up its affairs, when any deed for the conveyance of any real estate of said corporation shall have been of record in the office of the clerk or register of deeds and mortgages of any county of this state for a period of at least ten years, and which deed recites that the corporate existence of said corporation has been dissolved, and that the persons executing said deed are the trustees of said corporation, having been former directors thereof, and empowered by law to close up its affairs. Any statement therein contained as to who were, at the time of the execution of said deed, the surviving trustees of said corporation, shall be presumptive proof thereof.
L.1915, c. 62, s. 1, p. 104, [1924 Suppl. s. 47-174].
2023 New Jersey Revised Statutes › Title 14 - Acts Saved From Repeal › Section 14:17-1 - Payment of taxes and charges by directors or trustees

14:17-1. Payment of taxes and charges by directors or trustees
The directors or trustees of any corporation organized and existing under any general or special law of this State are authorized to pay, and to appropriate money to pay, any taxes, charges or fees which have been or may be imposed or assessed against the corporation, or against or on account of its property, business, income, activities or franchises, by any law of the United States or of any territory of the United States, or of this or any other State or any of its political subdivisions, or of the District of Columbia, notwithstanding doubts as to the validity of such law, unless, prior to the payment of any such tax, charge or fee the law imposing the same shall have been expressly held invalid, ineffective, or inoperative, in whole or in part, by the State court having final appellate jurisdiction in the premises or by the Supreme Court of the United States.
L.1950, c. 102, p. 194, s. 1, eff. May 5, 1950.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:1-1 - Short title; purposes; rules of construction; variation

14A:1-1. Short title; purposes; rules of construction; variation
(1) This act shall be known and may be cited as the "New Jersey Business Corporation Act."
(2) This act shall be liberally construed and applied to promote its underlying purposes and policies.
(3) Underlying purposes and policies of this act are, among others,
(a) to simplify, clarify and modernize the law governing corporations;
(b) to provide a general corporate form for the conduct of lawful business with such variations and modifications from the form so provided as the interested parties in any corporation may agree upon, subject only to over-riding interests of this State and of third parties; and
(c) to give special recognition to the legitimate needs of the close corporation.
(4) The presence in certain provisions of this act of the words "unless otherwise provided in the certificate of incorporation" or "unless otherwise provided in the certificate of incorporation or by-laws," or words of similar import, does not imply that the effect of other provisions may not be varied by provisions in the certificate of incorporation or by-laws.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:1-3 - Application of act

14A:1-3. Application of act
This act shall apply to
(1) every corporation which is organized under this act;
(2) every corporation which reincorporates under this act pursuant to section 14A:1-4;
(3) every corporation which was organized under or became subject to, any heretofore enacted law of this State with respect to which power to amend or repeal was reserved to the Legislature, and which provided for the organization of a corporation or corporations for a purpose or purposes for which a corporation may be organized under this act;
(4) every corporation organized under or subject to any other law of this State providing for the organization of corporations for any purpose for which a corporation may not be organized under this act
(a) to the extent that this act provides that this act shall be applicable, in whole or in part, to any such corporation; or
(b) to the extent that the law applicable to any such corporation provides that this act shall be applicable to any such corporation;
(5) foreign corporations to the extent provided in this act; and
(6) commerce with foreign nations and among the several states, and to foreign corporations, including those formed by or under any act of Congress, only to the extent permitted under the Constitution and laws of the United States.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:1-4 - Reincorporation under this act by certain corporations organized under special acts

14A:1-4. Reincorporation under this act by certain corporations organized under special acts
Any corporation which has been organized by special act of the Legislature for any of the purposes permitted by this act, and to which this act does not apply pursuant to section 14A:1-3, may come under and be subject to the provisions of this act, and continue in existence and operation as if organized hereunder, by amending its certificate of incorporation pursuant to the provisions of this act and filing a certificate of such amendment in the office of the Secretary of State, together with a certificate waiving any right of exemption from taxation and from privileges and advantages arising under such special act of incorporation. Thereupon, such corporation shall be deemed to be incorporated under this act and to be free from the liabilities and provisions of the act or acts under which it was formerly incorporated. Nothing in this section shall be held to affect such transactions, liabilities or debts of any such corporations, occurring before the filing of such certificate.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:1-7 - Repeal of prior acts

14A:1-7. Repeal of prior acts
The repeal by this act of the whole or any part of any act under which there was organized any corporation in existence on the effective date of this act, shall not work a dissolution of such corporation, but such corporation, its officers, directors and shareholders shall have the same rights, and shall be subject to the same limitations, restrictions, liabilities and penalties as those prescribed by this act for corporations organized under this act, their officers, directors and shareholders.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:1-8 - Notices.

14A:1-8 Notices.
14A:1-8. In computing the period of time for the giving of any notice required or permitted by this act, or by a certificate of incorporation or by-laws or any resolution of directors or shareholders, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included. If notice is given by mail, the notice shall be deemed to be given when deposited in the mail addressed to the person to whom it is directed at his last address as it appears on the records of the corporation, with postage prepaid thereon. Any notice required or permitted to be given under this act by electronic transmission as defined in section 2 of P.L.2009, c.176 (C.14A:1-8.1), mail or by certified mail, return receipt requested, may be given by personal delivery to the person to whom it is directed.
Amended 1988, c.94, s.3; 2009, c.176, s.1.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:1-9 - Certificates and certified copies.

14A:1-9. Certificates and certified copies.
(1) Upon request of any person, the Secretary of State shall furnish certified copies of documents filed in his office in accordance with the provisions of this act.
(2) Upon request of any person, the Secretary of State shall certify to the existence or non-existence of any facts on record in his office relating to domestic or foreign corporations.
(3) In addition, the Secretary of State shall provide information and documents upon telephone request and over the counter in accordance with sections 3 and 4 of P.L. 1982, c. 150 (C. 52:16A-37 and C. 52:16A-38).
L.1968, c.350; amended 1988, c. 94, s. 4.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:1-10 - Filing documents by telecopy

14A:1-10. Filing documents by telecopy
14A:1-10. Filing documents by telecopy.
(1) The Secretary of State may accept for filing by means of telecopy any document required or permitted to be filed in the office of the Secretary of State.
(2) The Secretary of State shall charge a fee for the filing of a document by telecopy, which fee shall be in addition to the usual fee charged for filing the document.
(3) "Telecopy" means any method or means adopted by the Secretary of State for the transmission or receipt of facsimile documents.
L.1988, c.94, s.5; amended 1995,c.279,s.3.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:1-11 - Preclearance of documents to be filed

14A:1-11. Preclearance of documents to be filed
Any document required to be filed under this act may be submitted to the Secretary of State for review prior to the time the document is formally filed. The Secretary of State shall determine whether the document is acceptable for filing and, if it is not acceptable, shall state why it is not acceptable. The Secretary of State shall charge a fee for the preclearance of documents.
L. 1988, c. 94, s. 6.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:2-2c - Change of corporate name; existing corporations organized or authorized to transact business in state prior to effective date of act

14A:2-2c. Change of corporate name; existing corporations organized or authorized to transact business in state prior to effective date of act
This amendatory and supplementary act shall not require any domestic corporation organized prior to the effective date of this act or any foreign corporation authorized to transact business in this State prior to the effective date of this act or any nonprofit corporation organized pursuant to Title 15 of the Revised Statutes prior to the effective date of this act to change its corporate name in order to comply with this act, if such name is otherwise lawful on the effective date of this act. No corporation shall change its corporate name on or after the effective date to a name which is not available for use under this act.
L.1983, c. 490, s. 2, eff. Jan. 17, 1984.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:2-2.2 - "Blind" or "handicapped" as part of corporate name

14A:2-2.2. "Blind" or "handicapped" as part of corporate name
No corporation organized under the laws of the State of New Jersey nor any foreign corporation authorized to do business in New Jersey shall use the words "blind," or "handicapped," or term, terms, imprint, stamp, label or symbol suggesting such impairments, as part of its name unless the approval of the Attorney General, or his designee, is attached to the certificate of incorporation or application for amendment thereof. Such approval shall indicate that the words "blind" or "handicapped," or term, terms, imprint, stamp, label or symbol suggesting such impairments, as used in the corporate name will not tend to mislead or confuse the public into believing that the corporation is organized for charitable or nonprofit purposes for the blind or handicapped. Any corporation presently organized under the laws of this State or any foreign corporation presently authorized to do business in this State that employs the words "blind," or "handicapped," or term, terms, imprint, stamp, label or symbol suggesting such impairment, in its corporate name shall seek the approval of the Attorney General, or his designee, within 90 days after the effective date of this act if it wishes to continue the use of such words, terms, imprint, stamp, label or symbol in its corporate name.
L.1977, c. 8, s. 1, eff. Feb. 3, 1977.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:2-3 - Reserved name.

14A:2-3. Reserved name.
(1) The exclusive right to the use of a corporate name may be reserved upon compliance with the provisions of this section.
(2) The reservation shall be made by filing in the office of the Secretary of State an application to reserve a specified corporate name, or the first name available for corporate use among not more than three specified names, executed by or on behalf of the applicant and setting forth the name and address of the applicant. If the Secretary of State finds that the name complies with the provisions of section 14A:2-2, he shall reserve it for the exclusive use of the applicant for a period of 120 days from the date of filing of the application and shall issue a certificate of reservation.
(3) The right to the exclusive use of a specified corporate name so reserved may be transferred by filing in the office of the Secretary of State a notice of such transfer, executed by or on behalf of the applicant for whom the name was reserved, and specifying the name and address of the transferee.
(4) The holder of a reserved name may renew the reservation for additional periods of 120 days by filing an application for renewal within the last 30 days of the current reservation period. There shall be no limit upon the number of renewals.
L.1968, c.350; amended 1973,c.366,s.4; 1988,c.94,s.9.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:2-4 - Registered name

14A:2-4. Registered name
(1) Any foreign corporation may register its corporate name under this act, provided its corporate name is available for use under section 14A:2-2.
(2) Such registration shall be made by filing in the office of the Secretary of State:
(a) An application for registration executed on behalf of the corporation, setting forth the name and the address of the main business or headquarters office of the corporation, the jurisdiction of its incorporation, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged; and
(b) A certificate setting forth that such corporation is in good standing under the laws of the jurisdiction of its incorporation, executed by the official of such jurisdiction who has custody of the records pertaining to corporations and dated not earlier than 30 days prior to the filing of the application.
(3) Such registration shall be effective until the close of the calendar year in which the application for registration is filed.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:2-5 - Renewal of registered name

14A:2-5. Renewal of registered name
A corporation which has a registration of its corporate name in effect may renew such registration from year to year by annually filing in the office of the Secretary of State an application for renewal setting forth the facts required to be set forth in an original application for registration, together with a certificate of good standing as required for the original registration. A renewal application may be filed between the first day of October and the thirty-first day of December in each year, and shall extend the registration for the following calendar year.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:2-6 - Incorporators

14A:2-6. Incorporators
(1) One or more individuals or domestic or foreign corporations may act as incorporator or incorporators of a corporation by signing and filing in the office of the Secretary of State a certificate of incorporation for such corporation. Individuals acting as incorporators shall be at least 18 years of age. Incorporators need not be United States citizens or residents of this State or subscribers to shares in the corporation.
(2) Except as otherwise provided in the certificate of incorporation, any action required or permitted by this act to be taken by incorporators may be taken without a meeting.
(3) When there are two or more incorporators, if any dies or is for any reason unable to act, the other or others may act. If there is no incorporator able to act, any person for whom an incorporator was acting as agent may act in his stead, or if such other person also dies or is for any reason unable to act, his legal representative may act.
L.1968, c.350.; amended by L.1973, c. 366, s. 5, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:2-8 - Organization meeting of directors

14A:2-8. Organization meeting of directors
On or after the effective date of the certificate of incorporation, an organization meeting of the board named in the certificate of incorporation shall be held, at the call of a majority of the board so named, to adopt by-laws, elect officers, authorize the issuance of shares, and transact such other business as may come before the meeting. The board members calling the meeting shall give at least 5 days' notice thereof by mail to each director named in the certificate of incorporation, which notice shall state the time and place of the meeting.
L.1968, c.350.; amended by L.1973, c. 366, s. 6, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:3-2 - Ultra vires transactions

14A:3-2. Ultra vires transactions
No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:
(a) In a proceeding by a shareholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.
(b) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against the incumbent or former officers or directors of the corporation.
(c) In a proceeding by the Attorney General, as provided in this act, to dissolve the corporation, or in a proceeding by the Attorney General to enjoin the corporation from the transaction of unauthorized business.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:3-3 - Guaranty not in furtherance of business interest

14A:3-3. Guaranty not in furtherance of business interest
(1) A corporation may give a guaranty not in furtherance of its direct or indirect business interests only when authorized at a meeting of shareholders by the affirmative vote of all of the votes cast by the holders of each class and series of shares entitled to vote thereon. If authorized by such a vote, the guaranty may be secured by a mortgage of or a security interest in all or any part of the corporate property, or any interest therein, wherever situated.
(2) Nothing in subsection 14A:3-3(1) shall be deemed to diminish the rights, if any, of the corporation's creditors.
L.1968, c.350; amended 1973,c.366,s.7; 1988,c.94,s.11.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:3-4 - Contributions by corporations

14A:3-4. Contributions by corporations
(1) Any corporation organized for any purpose under any general or special law of this State, unless otherwise provided in its certificate of incorporation or by-laws, shall have power, irrespective of corporate benefit, to aid, singly or in cooperation with other corporations and with natural persons, in the creation or maintenance of institutions or organizations engaged in community fund, hospital, charitable, philanthropic, educational, scientific or benevolent activities or patriotic or civic activities conducive to the betterment of social and economic conditions, and the board may authorize the making of contributions for those purposes in money, securities, including shares of the corporation, or other property, in such reasonable amounts as the board may determine; provided, that a contribution shall not be authorized hereunder if at the time of the contribution or immediately thereafter the donee institution shall own more than 10% of the voting stock of the donor corporation or one of its subsidiaries.
(2) The provisions of this section shall not be construed as directly or indirectly minimizing or interpreting the rights and powers of corporations, as heretofore existing, with reference to appropriations, expenditures or contributions of the nature above specified.
L.1968, c.350.; amended 1988, c. 94, s. 12.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:3-6.1 - Definitions relative to derivative proceedings and shareholder class actions.

14A:3-6.1 Definitions relative to derivative proceedings and shareholder class actions.
1. As used in this section:
"Derivative proceeding" means a civil suit in the right of a domestic corporation.
"Shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.
"Shareholder class action" means a civil suit by a shareholder against a domestic corporation or its directors or officers which alleges a breach of any duty by the directors or officers or the corporation which is imposed in whole or in part by statutory or common law of the State of New Jersey and seeks a right, remedy, or damages on behalf of a class of the domestic corporation's shareholders.
L.2013, c.42, s.1.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:3-6.2 - Conditions for commencing, maintaining proceeding.

14A:3-6.2 Conditions for commencing, maintaining proceeding.
2. A shareholder may not commence or maintain a derivative proceeding unless the shareholder:
(1) was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time and remains a shareholder throughout the derivative proceeding; and
(2) fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
L.2013, c.42, s.2.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:3-6.3 - Actions taken before commencing proceeding.

14A:3-6.3 Actions taken before commencing proceeding.
3. No shareholder may commence a derivative proceeding until:
(1) a written demand has been made upon the corporation to take suitable action; and
(2) 90 days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.
L.2013, c.42, s.3.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:3-6.4 - Stay of proceeding.

14A:3-6.4 Stay of proceeding.
4. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding as the court deems appropriate.
L.2013, c.42, s.4.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:3-6.6 - Court's approval required.

14A:3-6.6 Court's approval required.
6. A derivative proceeding or a shareholder class action may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
L.2013, c.42, s.6.