reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:9-2 - Procedure to amend certificate of incorporation

14A:9-2. Procedure to amend certificate of incorporation
14A:9-2. Procedure to amend certificate of incorporation.
(1) Before the organization meeting of the board, the incorporators may amend the certificate of incorporation by complying with subsection 14A:9-4(1).
(2) Amendment of the certificate of incorporation by action of the board is provided for in subsection 14A:4-3(1), subsection 14A:5-21(4), subsection 14A:7-2(4), subsection 14A:7-9(4), subsection 14A:7-15.1(3), and subsections 14A:7-18(1) and 14A:7-18(4). Amendment of the certificate of incorporation by action of the registered agent to change the registered office is provided for in subsection 14A:4-3(3).
(3) An amendment of the certificate of incorporation pursuant to a plan of merger may be made in the manner provided in Chapter 10 of this act.
(4) All other amendments of the certificate of incorporation shall be made in the following manner:
(a) The board shall approve the proposed amendment and direct that it be submitted to a vote at a meeting of the shareholders.
(b) Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this act for the giving of notice of meetings of shareholders.
(c) At such meeting a vote of shareholders entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the votes cast by the holders of shares entitled to vote thereon and, in addition, if any class or series of shares is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote; except that, in the case of a corporation organized prior to January 1, 1969, the proposed amendment shall be adopted upon receiving the affirmative vote of two-thirds of the votes so cast. The voting requirements of this section shall be subject to such greater requirements as are provided in this act for specific amendments, or as may be provided in the certificate of incorporation.
(d) Subject to the provisions of section 14A:5-12, a corporation organized prior to January 1, 1969 may adopt the majority voting requirements prescribed in paragraph 14A:9-2(4)(c) by amendment of its certificate of incorporation adopted by the affirmative vote of two-thirds of the votes cast by the holders of shares entitled to vote thereon.
(e) Any number of amendments may be acted upon at one meeting.
(f) Upon adoption, a certificate of amendment shall be filed in the office of the Secretary of State as provided in section 14A:9-4.
L.1968, c.350; amended 1973,c.366,s.47; 1988,c.94,s.53; 1995,c.279,s.11.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:9-3 - Class voting on amendments

14A:9-3. Class voting on amendments
(1) Except as otherwise provided in subsection 14A:9-3(4), and notwithstanding any provision in the certificate of incorporation, the holders of the outstanding shares of a class or series shall be entitled to vote as a class upon a proposed amendment, if the amendment would
(a) exclude or limit their right to vote on any matter, except as such right may be limited by voting rights given to new shares then being authorized of any existing or new class or series;
(b) limit or deny their existing preemptive rights;
(c) cancel or otherwise adversely affect dividends which have accrued but have not been declared on the shares held by them; or
(d) create, or authorize the board to create, a new class or series having, or convertible into shares having, rights or preferences prior or superior to those of the shares held by them, or increase such rights or preferences of any class or series.
(2) Except as otherwise provided in subsection 14A:9-3(4), and notwithstanding any provision in the certificate of incorporation, the holders of the outstanding shares of a class or series whose rights or preferences would be subordinated or otherwise adversely affected by a proposed amendment shall be entitled to vote as a class thereon, if the amendment would
(a) decrease the par value of their shares;
(b) effect a conversion, exchange or reclassification of their shares;
(c) effect a conversion or exchange, or create a right of conversion or exchange, of any shares of another class or series into shares of their class or series;
(d) change the designation, preferences, limitations or relative rights of their shares;
(e) change their shares into a different number of shares, or into the same number of shares of another class or series; or
(f) divide the shares of their class into series or determine the designation of any series in their class or determine any preferences, limitations or relative rights of any series in their class, or authorize the board to make any such division or to make or change any such determination.
(3) If any proposed amendment referred to in subsections 14A:9-3(1) and 14A:9-3(2) would subordinate or otherwise adversely affect the rights or preferences of the holders of shares of one or more series of any class, but not of the entire class, then only the holders of such series shall be entitled by this section to vote as a class upon such proposed amendment.
(4) This section shall not apply to amendments which may be made by board action without shareholder approval, as set forth in subsection 14A:9-2(2).
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:9-4 - Certificate of amendment

14A:9-4. Certificate of amendment
(1) If the amendment is made as provided by subsection 14A:9-2(1), a certificate of amendment shall, subject to subsection 14A:2-6(3), be signed by all the incorporators, shall set forth the name of the corporation and the amendment so adopted, and shall recite that the amendment is made by unanimous consent of the incorporators before the organization meeting of the directors.
(2) If the amendment is made by the board as referred to in subsection 14A:9-2(2), a certificate of amendment shall be executed on behalf of the corporation. The certificate shall set forth the information required by the section of this act which empowers the board to make the amendment.
(3) If the amendment is made as provided by subsection 14A:9-2(4), a certificate of amendment shall be executed on behalf of the corporation and shall set forth
(a) The name of the corporation;
(b) The amendment so adopted;
(c) The date of the adoption of the amendment by the shareholders;
(d) The number of shares entitled to vote thereon, and if the shares of any class or series are entitled to vote thereon as a class, the designation and number of shares entitled to vote thereon of each such class or series;
(e) The number of shares voted for and against such amendment, respectively, and if the shares of any class or series are entitled to vote thereon as a class, the number of shares of each such class and series voted for and against such amendment, respectively;
(f) If such amendment is intended to provide for an exchange, reclassification or cancellation of issued shares, a statement of the manner in which the same shall be effected; and
(g) If, pursuant to subsection 14A:9-4(5), the amendment is to become effective at a time subsequent to the time of filing, the date when the amendment is to become effective.
(4) (Deleted by amendment, P.L. 1988, c. 94.)
(5) Each certificate of amendment of the certificate of incorporation shall be filed in the office of the Secretary of State and the amendment shall become effective upon the date of filing or at such later time, not to exceed 90 days from the date of filing, as may be set forth in the certificate.
L.1968, c.350; amended 1973,c.366,s.48; 1988,c.94,s.54.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:9-6 - Abandonment of amendment or restated certificate

14A:9-6. Abandonment of amendment or restated certificate
Prior to the effective date of an amendment of the certificate of incorporation or of a restated certificate for which shareholder approval is required under the provisions of this act, such amendment or such restated certificate may be abandoned pursuant to provisions therefor, if any, set forth in the resolution of the shareholders approving such amendment or such restated certificate or in any resolution subsequently adopted by the shareholders. If a certificate of amendment or a restated certificate has been filed in the office of the Secretary of State prior to such abandonment, a certificate of abandonment shall be filed in the office of the Secretary of State. The certificate shall state that the amendment or the restated certificate has been abandoned in accordance with the provisions therefor set forth in the resolution of the shareholders.
L.1968, c.350; amended by L.1973, c. 366, s. 50, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:10-1 - Procedure for merger

14A:10-1. Procedure for merger
14A:10-1. Procedure for merger.
(1) Any two or more domestic corporations, or any one or more domestic corporations and any one or more other business entities, may merge into one of such corporations or other business entities pursuant to a plan of merger approved in the manner provided in this act.
(2) The board of each corporation shall approve a plan of merger setting forth
(a) The names of the corporations or other business entities proposing to merge, and the name of the corporation or other business entity into which they propose to merge, which is hereinafter designated as the surviving corporation or surviving other business entity;
(b) The terms and conditions of the proposed merger, including a statement of any amendments in the certificate of incorporation of the surviving corporation to be effected by such merger which amendments may be set forth in and effected by a restated certificate of incorporation which may be filed as an additional document together with the certificate of merger;
(c) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving corporation or of the surviving other business entity, or of any other corporation or other business entity, or, in whole or
in part, into cash or other property; and
(d) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.
L.1968, c.350; amended 1973,c.366,s.51; 1988,c.94,s.56; 1995,c.279,s.12.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:10-2 - Procedure for consolidation

14A:10-2. Procedure for consolidation
14A:10-2. Procedure for consolidation.
(1) Any two or more domestic corporations, or any one or more corporations and any one or more other business entities, may consolidate into a new corporation or other business entity pursuant to a plan of consolidation approved in the manner provided in this act.
(2) The board of each corporation shall approve a plan of consolidation setting forth
(a) the names of the corporations proposing to consolidate, and the name of the new corporation or other business entity into which they propose to consolidate, which is hereinafter designated as the new corporation or new business entity;
(b) the terms and conditions of the proposed consolidation;
(c) the manner and basis of converting the shares of each corporation into shares, obligations or other securities of the new corporation or new business entity, or of any other corporation or business entity, in whole or in part, into cash or other property;
(d) with respect to the new corporation, all of the statements required to be set forth in the certificate of incorporation for corporations organized under this act, except that it shall not be necessary to set forth the name and address of each incorporator; and
(e) such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
L.1968, c.350; amended 1973,c.366,s.52; 1995,c.279,s.13.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:10-6 - Effect of merger or consolidation

14A:10-6. Effect of merger or consolidation
When a merger or consolidation has become effective:
(a) The parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation.
(b) The separate existence of all parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease.
(c) Such surviving or new corporation shall, to the extent consistent with its certificate of incorporation as amended or established by the merger or consolidation, possess all the rights, privileges, powers, immunities, purposes and franchises, both public and private, of each of the merging or consolidating corporations.
(d) All real property and personal property, tangible and intangible, of every kind and description, belonging to each of the corporations so merged or consolidated shall be vested in the surviving or new corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation.
(e) The surviving or new corporation shall be liable for all the obligations and liabilities of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be enforced as if such merger or consolidation had not taken place. Neither the rights of creditors nor any liens upon, or security interests in, the property of any of such corporations shall be impaired by such merger or consolidation.
(f) In the case of a merger, the certificate of incorporation of the surviving corporation shall, without further act or deed, be amended to the extent, if any, stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the certificate of consolidation and which are required or permitted to be set forth in the certificate of incorporation of corporations organized under this act shall be the certificate of incorporation of the new corporation.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:10-8 - Abandonment of merger or consolidation

14A:10-8. Abandonment of merger or consolidation
Prior to the time when a merger or consolidation authorized by this Chapter shall become effective, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. If a certificate of merger or consolidation has been filed in the office of the Secretary of State prior to such abandonment, a certificate of abandonment shall be filed in the office of the Secretary of State. The certificate shall be executed on behalf of each corporation which is a party to the plan of merger or consolidation, unless the plan permits abandonment by less than all of such corporations, in which event the certificate may be executed on behalf of the corporation or corporations exercising the right to abandon. The certificate shall state that the merger or consolidation has been abandoned in accordance with the provisions therefor set forth in the plan of merger or consolidation.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:10-10 - Sale or other disposition of assets in regular course of business and mortgage or pledge of assets

14A:10-10. Sale or other disposition of assets in regular course of business and mortgage or pledge of assets
The sale, lease, exchange, or other disposition of all, or substantially all, the assets of a corporation in the usual and regular course of its business as conducted by such corporation, and the mortgage or pledge of any or all the assets of a corporation whether or not in the usual and regular course of business as conducted by such corporation, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds or other securities of any other corporation, domestic or foreign, as shall be authorized by its board. In any such case, unless otherwise provided in the certificate of incorporation, no approval of the shareholders shall be required.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:10-12 - Shareholders' rights on other corporate acquisitions

14A:10-12. Shareholders' rights on other corporate acquisitions
(1) Shareholders of a corporation which proposes to acquire, directly or through a subsidiary, in exchange for its shares, obligations or other securities, some or all of the outstanding shares of another corporation, or some or all of the assets of a corporation, a business trust, a business proprietorship or a business partnership, shall have the same rights, if any, as they would if they were shareholders of a surviving corporation in a merger
(a) To notice of the proposed acquisition;
(b) To vote on the proposed acquisition; and
(c) To dissent from the proposed acquisition and be paid the fair value of their shares, if:
(i) the number of voting shares outstanding immediately after the transaction, plus the number of voting shares issuable on conversion of other securities or on exercise of rights and warrants issued pursuant to the transaction, will exceed by more than 40% the total number of voting shares of the corporation outstanding immediately before the transaction; or
(ii) the number of participating shares outstanding immediately after the transaction, plus the number of participating shares issuable on conversion of other securities or on exercise of rights and warrants issued pursuant to the transaction will exceed by more than 40% the total number of participating shares of the corporation outstanding immediately before the transaction.
(2) As used in subsection 14A:10-12(1):
(a) "Participating shares" means shares that entitle their holders to participate without limitation in distributions.
(b) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.
(added) 1973,c.366,s.59; amended 1988,c.94,s.62.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:10A-1 - Short title

14A:10A-1. Short title
This act shall be known and may be cited as the "New Jersey Shareholders' Protection Act." The requirements of this act shall be in addition to the requirements of applicable law, including Title 14A of the New Jersey Statutes and any additional requirements contained in the certificate of incorporation or bylaws of a resident domestic corporation with respect to business combinations as defined herein.
L. 1986, c. 74, s. 1.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:10A-2 - Findings, declarations

14A:10A-2. Findings, declarations
The Legislature hereby finds and declares it to be the public policy of this State, the following:
a. Resident domestic corporations, as defined in this act, encompass, represent and affect, through their ongoing business operations, a variety of constituencies, including New Jersey shareholders, employees, customers, suppliers and local communities and their economies whose welfare is vital to the State's interests.
b. In order to promote such welfare, the regulation of the internal affairs of resident domestic corporations as reflected in the laws of this State governing business corporations should allow for the stable, long-term growth of resident domestic corporations.
c. Takeovers of public corporations financed largely through debt to be repaid in the short term by the sale of substantial assets of the target corporation, in other states, have impaired local employment conditions and disrupted local commercial activity. These takeovers prevent shareholders from realizing the full value of their holdings through forced mergers and other coercive devices. The threat of these takeovers also deprives shareholders of value by forcing the adoption of short-term business strategies as well as defensive tactics which may not be in the public interest.
L. 1986, c. 74, s. 2.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:10A-4 - Five-year restriction; exceptions.

14A:10A-4 Five-year restriction; exceptions.
4. Notwithstanding anything to the contrary contained in this act (except section 6 of this act), no resident domestic corporation shall engage in any business combination with any interested stockholder of that resident domestic corporation for a period of five years following that interested stockholder's stock acquisition date unless:
a. that business combination is approved by the board of directors of that resident domestic corporation prior to that interested stockholder's stock acquisition date; or
b. the transaction or series of related transactions which caused the person to become an interested stockholder was approved by the board of directors of that resident domestic corporation prior to that interested stockholder's stock acquisition date and any subsequent business combinations with that interested stockholder are approved by the board of directors of that resident domestic corporation, provided that any such subsequent business combination is approved by (1) the board of directors, or a committee of that board, consisting solely of persons who are not employees, officers, directors, stockholders, affiliates or associates of that interested stockholder, and (2) the affirmative vote of the holders of a majority of the voting stock not beneficially owned by such interested stockholder at a meeting called for such purpose.
L.1986, c.74, s.4; amended 2013, c.40, s.2.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:11-3 - "Dissenting shareholder" defined; date for determination of fair value

14A:11-3. "Dissenting shareholder" defined; date for determination of fair value
(1) A shareholder who has made demand for the payment of his shares in the manner prescribed by subsection 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) is hereafter in this Chapter referred to as a "dissenting shareholder."
(2) Upon making such demand, the dissenting shareholder shall cease to have any of the rights of a shareholder except the right to be paid the fair value of his shares and any other rights of a dissenting shareholder under this Chapter.
(3) "Fair value" as used in this Chapter shall be determined
(a) As of the day prior to the day of the meeting of shareholders at which the proposed action was approved or as of the day prior to the day specified by the corporation for the tabulation of consents to such action if no meeting of shareholders was held; or
(b) In the case of a merger pursuant to section 14A:10-5.1 or subsection 14A:10-7(4) in which shareholder approval is not required, as of the day prior to the day on which the board of directors approved the plan of merger; or
(c) In the case of an acquisition of all the shares or all the shares of a class or series by another corporation pursuant to section 14A:10-9, as of the day prior to the day on which the board of directors of the acquiring corporation authorized the acquisition, or, if a shareholder vote was taken pursuant to section 14A:10-12, as of the day provided in paragraph 14A:11-3(3)(a).
In all cases, "fair value" shall exclude any appreciation or depreciation resulting from the proposed action.
L.1968, c.350; amended 1973,c.366,s.62; 1988,c.94,s.66.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:11-4 - Termination of right of shareholder to be paid the fair value of his shares

14A:11-4. Termination of right of shareholder to be paid the fair value of his shares
(1) The right of a dissenting shareholder to be paid the fair value of his shares under this Chapter shall cease if
(a) he has failed to present his certificates for notation as provided by subsection 14A:11-2(6), unless a court having jurisdiction, for good and sufficient cause shown, shall otherwise direct;
(b) his demand for payment is withdrawn with the written consent of the corporation;
(c) the fair value of the shares is not agreed upon as provided in this Chapter and no action for the determination of fair value by the Superior Court is commenced within the time provided in this Chapter;
(d) the Superior Court determines that the shareholder is not entitled to payment for his shares;
(e) the proposed corporate action is abandoned or rescinded; or
(f) a court having jurisdiction permanently enjoins or sets aside the corporate action.
(2) In any case provided for in subsection 14A:11-4(1), the rights of the dissenting shareholder as a shareholder shall be reinstated as of the date of the making of a demand for payment pursuant to subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) without prejudice to any corporate action which has taken place during the interim period. In such event, he shall be entitled to any intervening preemptive rights and the right to payment of any intervening dividend or other distribution, or, if any such rights have expired or any such dividend or distribution other than in cash has been completed, in lieu thereof, at the election of the board, the fair value thereof in cash as of the time of such expiration or completion.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:11-5 - Rights of dissenting shareholder

14A:11-5. Rights of dissenting shareholder
(1) A dissenting shareholder may not withdraw his demand for payment of the fair value of his shares without the written consent of the corporation.
(2) The enforcement by a dissenting shareholder of his right to receive payment for his shares shall exclude the enforcement by such dissenting shareholder of any other right to which he might otherwise be entitled by virtue of share ownership, except as provided in subsection 14A:11-4(2) and except that this subsection shall not exclude the right of such dissenting shareholder to bring or maintain an appropriate action to obtain relief on the ground that such corporate action will be or is ultra vires, unlawful or fraudulent as to such dissenting shareholder.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:11-6 - Determination of fair value by agreement

14A:11-6. Determination of fair value by agreement
(1) Not later than 10 days after the expiration of the period within which shareholders may make written demand to be paid the fair value of their shares, the corporation upon which such demand has been made pursuant to subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) shall mail to each dissenting shareholder the balance sheet and the surplus statement of the corporation whose shares he holds, as of the latest available date which shall not be earlier than 12 months prior to the making of such offer and a profit and loss statement or statements for not less than a 12-month period ended on the date of such balance sheet or, if the corporation was not in existence for such 12-month period, for the portion thereof during which it was in existence. The corporation may accompany such mailing with a written offer to pay each dissenting shareholder for his shares at a specified price deemed by such corporation to be the fair value thereof. Such offer shall be made at the same price per share to all dissenting shareholders of the same class, or, if divided into series, of the same series.
(2) If, not later than 30 days after the expiration of the 10-day period limited by subsection 14A:11-6(1), the fair value of the shares is agreed upon between any dissenting shareholder and the corporation, payment therefor shall be made upon surrender of the certificate or certificates representing such shares.
L.1968, c.350; amended by L.1973, c. 366, s. 63, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:11-7 - Procedure on failure to agree upon fair value; commencement of action to determine fair value

14A:11-7. Procedure on failure to agree upon fair value; commencement of action to determine fair value
(1) If the fair value of the shares is not agreed upon within the 30-day period limited by subsection 14A:11-6(2), the dissenting shareholder may serve upon the corporation upon which such demand has been made pursuant to subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) a written demand that it commence an action in the Superior Court for the determination of the fair value of the shares. Such demand shall be served not later than 30 days after the expiration of the 30-day period so limited and such action shall be commenced by the corporation not later than 30 days after receipt by the corporation of such demand, but nothing herein shall prevent the corporation from commencing such action at any earlier time.
(2) If a corporation fails to commence the action as provided in subsection 14A:11-7(1), a dissenting shareholder may do so in the name of the corporation, not later than 60 days after the expiration of the time limited by subsection 14A:11-7(1) in which the corporation may commence such an action.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:11-8 - Action to determine fair value; jurisdiction of court; appointment of appraiser

14A:11-8. Action to determine fair value; jurisdiction of court; appointment of appraiser
In any action to determine the fair value of shares pursuant to this Chapter:
(a) The Superior Court shall have jurisdiction and may proceed in the action in a summary manner or otherwise;
(b) All dissenting shareholders, wherever residing, except those who have agreed with the corporation upon the price to be paid for their shares, shall be made parties thereto as an action against their shares quasi in rem;
(c) The court in its discretion may appoint an appraiser to receive evidence and report to the court on the question of fair value, who shall have such power and authority as shall be specified in the order of his appointment; and
(d) The court shall render judgment against the corporation and in favor of each shareholder who is a party to the action for the amount of the fair value of his shares.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:11-9 - Judgment in action to determine fair value

14A:11-9. Judgment in action to determine fair value
(1) A judgment for the payment of the fair value of shares shall be payable upon surrender to the corporation of the certificate or certificates representing such shares.
(2) The judgment shall include an allowance for interest at such rate as the court finds to be equitable, from the date of the dissenting shareholder's demand for payment under subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) to the day of payment. If the court finds that the refusal of any dissenting shareholder to accept any offer of payment, made by the corporation under section 14A:11-6, was arbitrary, vexatious or otherwise not in good faith, no interest shall be allowed to him.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:11-10 - Costs and expenses of action

14A:11-10. Costs and expenses of action
The costs and expenses of bringing an action pursuant to section 14A:11-8 shall be determined by the court and shall be apportioned and assessed as the court may find equitable upon the parties or any of them. Such expenses shall include reasonable compensation for and reasonable expenses of the appraiser, if any, but shall exclude the fees and expenses of counsel for and experts employed by any party; but if the court finds that the offer of payment made by the corporation under section 14A:11-6 was not made in good faith, or if no such offer was made, the court in its discretion may award to any dissenting shareholder who is a party to the action reasonable fees and expenses of his counsel and of any experts employed by the dissenting shareholder.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:11-11 - Disposition of shares acquired by corporation

14A:11-11. Disposition of shares acquired by corporation
14A:11-11. Disposition of shares acquired by corporation.
(1) The shares of a dissenting shareholder in a transaction described in subsection 14A:11-1(1) shall become reacquired by the corporation which issued them or by the surviving corporation, as the case may be, upon the payment of the fair value of shares.
(2) (Deleted by amendment, P.L.1995, c.279.)
(3) In an acquisition of shares pursuant to section 14A:10-9 or section 14A:10-13, the shares of a dissenting shareholder shall become the property of the acquiring corporation upon the payment by the acquiring corporation of the fair value of such shares. Such payment may be made, with the consent of the acquiring corporation, by the corporation which issued the shares, in which case the shares so paid for shall become reacquired by the corporation which issued them and shall be cancelled.
L.1968, c.350; amended 1995,c.279,s.17.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-1 - Methods of dissolution

14A:12-1. Methods of dissolution
(1) A corporation may be dissolved in any one of the following ways
(a) By the filing of a certificate of dissolution pursuant to section 14A:12-5.1 upon expiration of any period of duration stated in the corporation's certificate of incorporation;
(b) By action of the incorporators or directors pursuant to section 14A:12-2;
(c) By action of the shareholders pursuant to section 14A:12-3;
(d) By action of the board and the shareholders pursuant to section 14A:12-4;
(e) By action of a shareholder or shareholders pursuant to section 14A:12-5;
(f) By a judgment of the Superior Court in an action brought pursuant to section 14A:12-6 or 14A:12-7, or otherwise;
(g) Automatically by a proclamation of the Secretary of State repealing or revoking a certificate of incorporation for nonpayment of taxes or for failure to file annual reports;
(h) By action of a corporation without assets pursuant to section 14A:12-4.1.
(2) A corporation which has been dissolved in a proceeding pursuant to section 14A:12-6 or 14A:12-7, or which has been dissolved, or whose charter has been forfeited or revoked, for a cause or by a method not mentioned in this section, shall be subject to all the provisions of this Chapter and of Chapter 14, to the extent that such provisions are compatible with a court directed dissolution, or with the statute or common-law proceeding pursuant to which such dissolution, forfeiture or revocation is effected.
L.1968, c.350; amended 1973,c.366,s.64; 1988,c.94,s.67.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-2 - Dissolution before commencing business

14A:12-2. Dissolution before commencing business
(1) A corporation may be dissolved by action of its incorporators when there has been no organization meeting of the board, or by the board if there has been an organization meeting, provided that the corporation
(a) Has not commenced business;
(b) Has not issued any shares;
(c) Has no debts or other liabilities; and
(d) Has received no payments on subscriptions for its shares, or, if it has received such payments, has returned them to those entitled thereto, less any part thereof disbursed for expenses.
(2) The dissolution of such a corporation shall be effected in the following manner: the sole incorporator or director, if there is only one, or both incorporators or directors, if there are only two, or a majority of the incorporators or directors, if there are more than two, shall execute and file in the office of the Secretary of State a certificate of dissolution stating
(a) The name of the corporation;
(b) The name of the registered agent of the corporation;
(c) The location of the registered office of the corporation;
(d) The names of the incorporations and directors constituting the first board;
(e) That the corporation has not commenced business and has issued no shares, and has no debts or other liabilities;
(f) That the corporation has received no payments or subscriptions to its shares, or, if it has received such payments, that it has returned them to those entitled thereto, less any part thereof disbursed for expenses; and
(g) That the sole incorporator or director, if there is only one, or both incorporators or directors, if there are only two, or a majority of the incorporators or directors, if there are more than two, has or have elected that the corporation be dissolved.
(3) Notwithstanding the provisions of sections 14A:2-2 and 14A:15-2 and section 3 of P.L.1973, c. 367 (C. 54:50-14),
(a) The Secretary of State shall accept for filing a certificate of dissolution pursuant to the provisions of this section
(i) Without payment of any filing fee; and
(ii) Without the filing with him of the certificate of the Director of the Division of Taxation evidencing the payment, or provision for the payment, by the corporation of taxes, fees, penalties, and interest; and
(b) The name of the corporation shall be available immediately for corporate use upon the filing of a certificate of dissolution pursuant to the provisions of this section.
L.1968, c.350; amended by L.1973, c. 366, s. 65, eff. May 1, 1974; L.1979, c. 86, s. 4, eff. May 15, 1979.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-3 - Dissolution without a meeting of shareholders

14A:12-3. Dissolution without a meeting of shareholders
14A:12-3. Dissolution without a meeting of shareholders.
A corporation may be dissolved by the consent of all its shareholders entitled to vote thereon. Notice of dissolution pursuant to this section shall be provided to all shareholders not entitled to vote thereon, not less than 10 nor more than 60 days before the filing of the certificate of dissolution, in the manner provided in this act for the giving of notice of meetings of shareholders. To effect such dissolution, all shareholders entitled to vote thereon shall sign and file in the office of the Secretary of State a certificate of dissolution which shall state
(a) the name of the corporation;
(b) the name of the registered agent of the corporation;
(c) the location of the registered office of the corporation;
(d) the names of its directors and officers;
(e) that the corporation is dissolved; and
(f) that the certificate has been signed in person or by proxy by all the shareholders of the corporation entitled to vote thereon.
L.1968, c.350; amended 1995,c.279,s.18.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-4 - Dissolution pursuant to action of board and shareholders

14A:12-4. Dissolution pursuant to action of board and shareholders
14A:12-4. Dissolution pursuant to action of board and shareholders.
(1) A corporation may be dissolved by action of its board and its shareholders as provided in this section.
(2) The board shall recommend that the corporation be dissolved, and direct that the question of dissolution be submitted to a vote at a meeting of shareholders.
(3) Written notice of the meeting shall be given not less than 10 nor more than 60 days before the meeting to each shareholder of record whether or not entitled to vote at such meeting in the manner provided in this act for the giving of notice of meetings of shareholders.
(4) At such meeting, a vote of the shareholders shall be taken on the proposed dissolution. Such dissolution shall be approved upon receiving the affirmative vote of a majority of the votes cast by the holders of shares of the corporation entitled to vote thereon, and, in addition, if any class or series is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote; except that, in the case of a corporation organized prior to the effective date of this act, the proposed dissolution shall be approved upon receiving the affirmative vote of two-thirds of the votes so cast. The voting requirements of this section shall be subject to such greater requirements as may be provided in the certificate of incorporation.
(5) Subject to the provisions of section 14A:5-12, a corporation organized prior to January 1, 1969 may adopt the majority voting requirements prescribed in subsection 14A:12-4(4) by an amendment of its certificate of incorporation adopted by the affirmative vote of two-thirds of the votes cast by the holders of shares entitled to vote thereon.
(6) If dissolution is approved as provided in this section, a certificate of dissolution shall be executed on behalf of the corporation and shall be filed in the office of the Secretary of State. The certificate shall set forth
(a) the name of the corporation;
(b) the name of the registered agent of the corporation;
(c) the location of the registered office of the corporation;
(d) the names of the corporation's directors and officers;
(e) the text of the board resolution authorizing the dissolution;
(f) the date and place of the meeting of shareholders called to vote upon the dissolution;
(g) the number of outstanding shares of the corporation entitled to vote on the dissolution, and, if the shares of any class or series are entitled to vote as a class, the designation and number of outstanding shares of each such class and series; and
(h) the number of shares represented at the meeting, the number of shares voted for and voted against the dissolution, and, if the shares of any class or series are entitled to vote as a class, the number of shares of each such class and series voted for and voted against the dissolution.
L.1968, c.350; amended 1995,c.279,s.19.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-5 - Dissolution pursuant to provision in certificate of incorporation

14A:12-5. Dissolution pursuant to provision in certificate of incorporation
(1) The certificate of incorporation may provide that any shareholder, or any specified number of shareholders, or the holders of any specified number or proportion of shares, or of any specified number or proportion of shares of any class or series, may effect the dissolution of the corporation at will or upon the occurrence of a specified event. In such a case, dissolution of the corporation may be effected by the filing of a certificate of dissolution in the office of the Secretary of State, signed, as the certificate of incorporation may provide, by a single shareholder, or the specified number of shareholders, or the holders of any specified number or proportion of shares, or of any specified number or proportion of shares of any class or series. The certificate of dissolution shall state the name of the corporation, the location of its registered office and the name of its registered agent. It shall also state that the corporation is dissolved; that the dissolution is effected pursuant to a provision of the certificate of incorporation; and that the certificate is executed and filed by the person or persons authorized by the certificate of incorporation.
(2) An amendment of the certificate of incorporation which adds a provision authorized by this section, or which amends or deletes such a provision, shall be authorized at a meeting of shareholders by a vote of all outstanding shares, or by such lesser vote, but not less than the vote set forth in paragraph 14A:9-2(4)(c), as may be specifically provided for in the certificate of incorporation for such amendment.
(3) If the certificate of incorporation of any corporation contains a provision authorized by this section, the fact that such provision exists shall be noted conspicuously on the face or back of every certificate for shares issued by such corporation, and each holder of such certificates shall conclusively be deemed to have taken delivery with notice of such provision. A provision authorized by this subsection shall become invalid if, subsequent to the adoption of such provision, shares are transferred or issued to any person who takes delivery of the share certificate without notice thereof, unless such person consents in writing to such provision.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-5.1 - Dissolution upon expiration of period of duration

14A:12-5.1. Dissolution upon expiration of period of duration
(1) A corporation shall not be dissolved when the period of duration stated in its certificate of incorporation expires until a certificate of dissolution executed on its behalf has been filed in the office of the Secretary of State. Upon written demand to the corporation by any shareholder, a corporation whose duration has expired shall, within 60 days of such demand, file a certificate of dissolution in the office of the Secretary of State unless within such time it amends its certificate of incorporation to extend its duration, as provided in section 14A:9-1(2)(c).
(2) A certificate of dissolution filed pursuant to this section shall set forth
(a) the name of the corporation;
(b) the name of the registered agent of the corporation;
(c) the location of the registered office of the corporation;
(d) the names of the corporation's directors and officers; and
(e) the fact that the corporation is dissolved because of expiration of the period of duration stated in its certificate of incorporation.
L.1973, c. 366, s. 66, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-6 - Dissolution in action brought by the Attorney General

14A:12-6. Dissolution in action brought by the Attorney General
(1) The Attorney General may bring an action in the Superior Court for the dissolution of a corporation upon the ground that the corporation
(a) has procured its organization through fraud;
(b) has repeatedly exceeded the authority conferred upon it by law; or
(c) has repeatedly conducted its business in an unlawful manner.
(2) The Superior Court may proceed in such action in a summary manner or otherwise.
(3) The enumeration in subsection 14A:12-6(1) of grounds for dissolution shall not exclude any other statutory or common law action by the Attorney General for the dissolution of a corporation or the revocation or forfeiture of its corporate franchises.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-8 - Effective time of dissolution

14A:12-8. Effective time of dissolution
14A:12-8. Effective time of dissolution.
A corporation is dissolved
(a) when the period of duration stated in the corporation's certificate of incorporation expires and the corporation files a certificate of dissolution in the office of the Secretary of State pursuant to section 14A:12-5.1; or
(b) upon the proclamation of the Secretary of State issued pursuant to section 54:11-2 of the Revised Statutes; or
(c) when a certificate of dissolution is filed in the office of the Secretary of State pursuant to section 14A:12-2, 14A:12-3, 14A:12-4 or 14A:12-5, except when a later time not to exceed 90 days after the date of filing is specified in the certificate of dissolution; or
(d) when a judgment of forfeiture of corporate franchises or of dissolution is entered by a court of competent jurisdiction.
L.1968, c.350; amended 1973,c.366,s.68; 1995,c.279,s.20.