reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-9 - Effect of dissolution

14A:12-9. Effect of dissolution
(1) Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall carry on no business except for the purpose of winding up its affairs by
(a) collecting its assets;
(b) conveying for cash or upon deferred payments, with or without security, such of its assets as are not to be distributed in kind to its shareholders;
(c) paying, satisfying and discharging its debts and other liabilities; and
(d) doing all other acts required to liquidate its business and affairs.
(2) Subject to the provisions of subsection 14A:12-9(1), and except as otherwise provided by court order, the corporation, its officers, directors and shareholders shall continue to function in the same manner as if dissolution had not occurred. In particular, and without limiting the generality of the foregoing,
(a) the directors of the corporation shall not be deemed to be trustees of its assets and shall be held to no greater standard of conduct than that prescribed by section 14A:6-14;
(b) title to the corporation's assets shall remain in the corporation until transferred by it in the corporate name;
(c) the dissolution shall not change quorum or voting requirements for the board or shareholders, nor shall it alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, directors or officers, or provisions regarding amendment or repeal of by-laws or adoption of new by-laws;
(d) shares may be transferred until the record date of the final liquidating distribution or dividend to shareholders;
(e) the corporation may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred;
(f) no action brought against any corporation prior to its dissolution shall abate by reason of such dissolution.
(3) The right of the corporation to sell its assets and the right of a shareholder to dissent from such sale shall be governed by Chapters 10 and 11 in the same manner as if dissolution had not occurred.
(4) A dissolved corporation may condition the payment to its shareholders
(a) of any partial liquidating distribution or dividend on the surrender to it of the share certificates on which the distribution or dividend is to be paid for endorsement to reflect such payment; or
(b) of the final liquidating distribution or dividend on the surrender to it for cancellation of the share certificates on which the distribution or dividend is to be paid.
L.1968, c.350; amended by L.1973, c. 366, s. 69, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-10 - Revocation of dissolution proceedings

14A:12-10. Revocation of dissolution proceedings
(1) Dissolution proceedings commenced pursuant to sections 14A:12-3, 14A:12-4 or 14A:12-5 may be revoked at any time within 60 days after the effective time of dissolution, as determined pursuant to section 14A:12-8, provided that no distribution of corporate assets has been made to the shareholders and no proceeding pursuant to section 14A:12-15 is pending, by filing in the office of the Secretary of State a certificate of revocation signed, in person or by proxy, by all of the shareholders, stating that revocation is effective pursuant to subsection 14A:12-10(1) and that all the shareholders of the corporation have signed the certificate, in person or by proxy.
(2) Dissolution proceedings commenced pursuant to sections 14A:12-3 or 14A:12-4 may also be revoked at any time within 60 days after the effective time of dissolution, as determined pursuant to section 14A:12-8, provided that no distribution of corporate assets has been made to the shareholders and no proceeding pursuant to section 14A:12-15 is pending, in the following manner:
(a) The board of directors shall call a meeting of shareholders to vote upon the question of revocation of the dissolution proceedings. In connection with such meeting, the shareholders shall be given the same notice, and the revocation shall be approved by the same vote, as that required by section 14A:12-4 for the approval of dissolution.
(b) A certificate of revocation, stating
(i) that dissolution is revoked pursuant to subsection 14A:12-10(2), and
(ii) the matters required by subsection 14A:12-4(6)
shall be executed on behalf of the corporation and shall be filed in the office of the Secretary of State.
L.1968, c.350; amended by L.1969, c. 102, s. 14.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-11 - Effect of revocation of dissolution

14A:12-11. Effect of revocation of dissolution
(1) Upon the filing of a certificate of revocation of dissolution proceedings as authorized by this act, the revocation of dissolution proceedings shall become effective, and the corporation may, subject to the provisions of subsection 14A:12-11(2), again carry on its business in the same manner as if dissolution proceedings had never been commenced. The corporation shall be liable for all taxes payable under the "Corporation Business Tax Act (1945)" (P.L.1945, c. 162), as amended and supplemented, or under the "Financial Business Tax Law (1946)" (P.L.1946, c. 174), as amended and supplemented, as though dissolution of the corporation had not occurred.
(2) If, pursuant to subsection 14A:2-2(3), a dissolved corporation has filed a written consent to the adoption of its name or a confusingly similar name by another, the subsequent revocation of dissolution proceedings pursuant to this section shall not restore the dissolved corporation's right to the use of its name.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-12 - Notice to creditors; filing claims

14A:12-12. Notice to creditors; filing claims
(1) At any time after a corporation has been dissolved, the corporation, or a receiver appointed for the corporation pursuant to this chapter, may give notice requiring all creditors to present their claims in writing. Such notice shall be published 3 times, once in each of 3 consecutive weeks, in a newspaper of general circulation in the county in which the registered office of the corporation is located and shall state that all persons who are creditors of the corporation shall present written proof of their claims to the corporation or the receiver, as the case may be, at a place and on or before a date named in the notice, which date shall not be less than 6 months after the date of the first publication.
(2) On or before the date of the first publication of the notice as provided in subsection 14A:12-12(1), the corporation, or the receiver, as the case may be, shall mail a copy of the notice to each known creditor of the corporation. The giving of such notice shall not constitute recognition that any person to whom such notice is directed is a creditor of the corporation other than for the purpose of receipt of notice hereunder.
(3) As used in this section, "creditor" means all persons to whom the corporation is indebted, and all other persons who have claims or rights against the corporation, whether liquidated or unliquidated, matured or unmatured, direct or indirect, absolute or contingent, secured or unsecured.
(4) Proof of the publication and mailing authorized by this section shall be made by an affidavit filed in the office of the Secretary of State.
L.1968, c.350; amended by L.1973, c. 366, s. 70, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-13 - Barring of claims of creditors

14A:12-13. Barring of claims of creditors
(1) Any creditor as defined in subsection 14A:12-12(3) who does not file his claim as provided in the notice given pursuant to section 14A:12-12, and all those claiming through or under him, shall be forever barred from suing on such claim or otherwise realizing upon or enforcing it except, in the case of a creditor who shows good cause for not having previously filed his claim, to such extent as the Superior Court may allow
(a) against the corporation to the extent of any undistributed assets; or
(b) if the undistributed assets are not sufficient to satisfy such a claim, against a shareholder to the extent of his ratable part of such claim, out of the assets of the corporation distributed to him in liquidation or dissolution.
(2) This section shall not apply to claims which are in litigation on the date of the first publication of the notice pursuant to section 14A:12-12.
L.1968, c.350; amended by L.1973, c. 366, s. 71, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-13.1 - Creditors barred from suing shareholders of certain dissolved corporations.

14A:12-13.1 Creditors barred from suing shareholders of certain dissolved corporations.
1. (1) A creditor as defined in subsection (3) of N.J.S.14A:12-12 or subsection (b) of N.J.S.14A:14-1, and all those claiming through or under the creditor, shall be forever barred from suing a shareholder on any claim, or otherwise realizing upon or enforcing any claim against a shareholder, unless that claim was filed against the shareholder, pursuant to N.J.S.14A:12-13 or N.J.S.14A:14-15, or otherwise, within five years after the corporation was dissolved.
(2) This section shall not: (a) apply to claims against shareholders which are in litigation on the effective date of this section; (b) operate to extend any otherwise applicable statute of limitations; or (c) affect any rights of creditors under the "Uniform Voidable Transactions Act," R.S.25:2-20 et seq.
L.2001, c.231, s.1; amended 2021, c.92, s.20.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-14 - Disposition of rejected claims

14A:12-14. Disposition of rejected claims
If the corporation, or the receiver of a corporation appointed pursuant to this chapter, rejects in whole or in part any claim filed by a creditor, as defined in subsection 14A:12-12(3), the corporation or the receiver, as the case may be, shall mail notice of such rejection to the creditor. If the creditor does not bring suit upon such claim within 60 days from the time such notice was mailed to him, the creditor and all those claiming through or under him shall, except as otherwise provided in this chapter, be forever barred from suing on such claim or otherwise realizing upon or enforcing it. Proof of the mailing required by this section shall be made by an affidavit filed in the office of the Secretary of State.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-15 - Jurisdiction of the Superior Court

14A:12-15. Jurisdiction of the Superior Court
At any time after a corporation has been dissolved in any manner, a creditor, as defined in subsection 14A:12-12(3), or a shareholder of the corporation, or the corporation itself, may apply to the Superior Court for a judgment that the affairs of the corporation and the liquidation of its assets continue under the supervision of the court. The court shall have power to proceed in a summary manner or otherwise upon such application, and shall make such orders and judgments as may be required, including, but not limited to, the continuance of the liquidation of the corporation's assets by its officers and directors under the supervision of the court, or the appointment of a receiver of the corporation, who shall be vested with all the powers provided in Chapter 14 to be exercised by receivers appointed to liquidate the affairs of a corporation.
L.1968, c.350; amended by L.1973, c. 366, s. 72, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-16 - Distribution to shareholders

14A:12-16. Distribution to shareholders
Any assets remaining after payment of or provision for claims against the corporation shall be distributed among the shareholders according to their respective rights and interests. Distribution may be made in either or both cash and kind.
L.1968, c.350; amended by L.1969, c. 102, s. 15.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-17 - Disposition of unclaimed distributive shares

14A:12-17. Disposition of unclaimed distributive shares
The distributive shares payable to any person who is unknown or cannot be found, or who is under a disability and for whom there is no legal representative, shall be paid into the Superior Court to be held for the benefit of the owners, subject to the order of the court.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-18 - Judgment of dissolution; filing copy

14A:12-18. Judgment of dissolution; filing copy
A copy of every judgment dissolving a corporation or forfeiting its charter shall be forthwith filed by the clerk of the court in the office of the Secretary of State, and a notation thereof shall be made by the Secretary of State on the charter or certificate of incorporation of the corporation affected.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:12-19 - Dissolution upon liquidation

14A:12-19. Dissolution upon liquidation
No corporation shall be completely liquidated and all of its assets distributed to its shareholders unless provision is made for the dissolution of the corporation and the payment of all fees, taxes, and other expenses incidental thereto.
L.1973, c. 366, s. 73, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-1 - Holding and conveying real estate

14A:13-1. Holding and conveying real estate
A corporation organized under laws other than the laws of this State, whether or not constituting a foreign corporation as defined in this act, shall have the same powers with respect to real property located in this State, or any interest therein, as a domestic corporation.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-2 - Application of act to foreign corporations

14A:13-2. Application of act to foreign corporations
(1) Foreign corporations which are duly authorized to transact business in this State on the effective date of this act, for a purpose or purposes for which a corporation might secure such authority under this act, shall be entitled to all the rights and privileges applicable to foreign corporations procuring certificates of authority to transact business in this State under this act, and from the time this act takes effect such corporations shall be subject to all the duties, restrictions, penalties and liabilities prescribed herein for foreign corporations procuring certificates of authority to transact business in this State under this act.
(2) A foreign corporation which receives a certificate of authority under this act shall, until a certificate of revocation or of withdrawal is issued as provided in this act, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which such certificate of authority is issued; and, except as in this act otherwise provided, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character.
(3) A foreign corporation which transacts business in this State without a certificate of authority under this act shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a foreign corporation procuring such certificate of authority.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-3 - Admission of foreign corporation

14A:13-3. Admission of foreign corporation
(1) No foreign corporation shall have the right to transact business in this State until it shall have procured a certificate of authority so to do from the Secretary of State. A foreign corporation may be authorized to do in this State any business which may be done lawfully in this State by a domestic corporation, to the extent that it is authorized to do such business in the jurisdiction of its incorporation, but no other business.
(2) Without excluding other activities which may not constitute transacting business in this State, a foreign corporation shall not be considered to be transacting business in this State, for the purposes of this act, by reason of carrying on in this State any one or more of the following activities
(a) maintaining, defending or otherwise participating in any action or proceeding, whether judicial, administrative, arbitrative or otherwise, or effecting the settlement thereof or the settlement of claims or disputes;
(b) holding meetings of its directors or shareholders;
(c) maintaining bank accounts or borrowing money, with or without security, even if such borrowings are repeated and continuous transactions and even if such security has a situs in this State;
(d) maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities.
(3) The specification in subsection 14A:13-3(2) does not establish a standard for activities which may subject a foreign corporation to service of process or taxation in this State.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-4 - Application for certificate of authority

14A:13-4. Application for certificate of authority
(1) To procure a certificate of authority to transact business in this State, a foreign corporation shall file in the office of the Secretary of State an application executed on behalf of the corporation setting forth
(a) the name of the corporation and the jurisdiction of its incorporation;
(b) the date of incorporation and the period of duration of the corporation;
(c) the address of the main business or headquarters office of the corporation;
(d) the address of the registered office of the corporation in this State, and the name of its registered agent in this State at such address, together with a statement that the registered agent is an agent of the corporation upon whom process against the corporation may be served; and
(e) the character of the business it is to transact in this State, together with a statement that it is authorized to transact such business in the jurisdiction of its incorporation.
(2) Attached to the application shall be 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. If such certificate is in a foreign language, a translation thereof under oath of the translator shall be attached thereto.
(3) Upon the filing of the application, the Secretary of State shall issue to the foreign corporation a certificate of authority to transact business in this State.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-5 - Effect of certificate of authority

14A:13-5. Effect of certificate of authority
Upon the issuance of a certificate of authority by the Secretary of State, the foreign corporation shall be authorized to transact in this State any business of the character set forth in its application. Such authority shall continue so long as it retains its authority to transact such business in the jurisdiction of its incorporation and its authority to transact business in this State has not been surrendered, suspended or revoked.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-6 - Amended certificate of authority

14A:13-6. Amended certificate of authority
(1) A foreign corporation authorized to transact business in this State shall procure an amended certificate of authority in the event it desires to change its corporate name, or to enlarge, limit or otherwise change the character of the business which it proposes to transact in this State, by making application therefor to the Secretary of State.
(2) The requirements in respect to the form and contents of such application, the manner of its execution, the filing thereof in the office of the Secretary of State, the issuance of an amended certificate of authority and the effect thereof, shall be the same as in the case of an original application for a certificate of authority.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-6.1 - Foreign corporations, filing, application, certificate of authority; definition.

14A:13-6.1 Foreign corporations, filing, application, certificate of authority; definition.
1. (1) Following a conversion under applicable law of an other business entity, which was authorized to transact business in this State, to a foreign corporation, the foreign corporation shall file in the filing office an application executed on behalf of the corporation setting forth:
(a) the name of the corporation and the jurisdiction of its incorporation;
(b) the name of the other business entity, which was authorized to transact business in this State;
(c) the ten digit identification number;
(d) the date of the conversion of the other business entity to the foreign corporation;
(e) the date of the authorization of the other business entity to transact business in this State;
(f) the address of the main business or headquarters office of the corporation;
(g) the address of the registered office of the corporation in this State and the name of its registered agent in this State at that address, together with a statement that the registered agent is an agent of the corporation upon whom process against the corporation may be served; and
(h) the character of the business it is to transact in this State, together with a statement that it is authorized to transact business in the jurisdiction of its incorporation.
(2) Attached to the application shall be a certificate setting forth that the corporation is in good standing under the laws of the jurisdiction of its incorporation, executed by the official of that jurisdiction who has custody of the records pertaining to corporations and dated not earlier than 30 days prior to the filing of the application, but of a date subsequent to the conversion. If that certificate is in a foreign language, a translation thereof under oath of the translator shall be attached thereto.
(3) Upon the filing of the application, the filing office shall issue to the foreign corporation a certificate of authority to transact business in this State.
(4) As used in this section, "filing office" means the Division of Revenue and Enterprise Services in the Department of the Treasury, or other State office as designated by law.
L.2023, c.38, s.1.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-7 - Change of name by foreign corporation

14A:13-7. Change of name by foreign corporation
Whenever a foreign corporation which is authorized to transact business in this State shall change its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of such corporation shall be suspended and the corporation shall not thereafter transact any business in this State until it has changed its name to a name which is available to it under the laws of this State or has otherwise complied with the provisions of this act.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-8 - Withdrawal of foreign corporation

14A:13-8. Withdrawal of foreign corporation
(1) A foreign corporation authorized to transact business in this State may withdraw from this State upon procuring from the Secretary of State a certificate of withdrawal. In order to procure such a certificate of withdrawal, such foreign corporation shall file in the office of the Secretary of State an application for withdrawal executed on behalf of the corporation setting forth
(a) the name of the corporation and the jurisdiction of its incorporation;
(b) that the corporation is not transacting business in this State;
(c) that the corporation surrenders its authority to transact business in this State; and
(d) a post-office address within or without this State to which the Secretary of State may mail a copy of any process against the corporation that may be served on him.
(2) Upon the filing of the application for withdrawal, the Secretary of State shall issue to the corporation a certificate of withdrawal, whereupon
(a) the authority of the corporation to transact business in this State shall cease;
(b) the authority of its registered agent in this State to accept service of any process against the corporation shall be deemed revoked;
(c) the corporation shall be deemed to have irrevocably consented that service of process in any action or proceeding based upon any liability or obligation incurred by it within this State before the issuance of the certificate of withdrawal may thereafter be made on such corporation by service thereof on the Secretary of State or the chief clerk in his office; and
(d) the Secretary of State shall be charged with such duties and shall be entitled to receive such fees with respect to any process which may be served hereunder on him or the chief clerk of his office, as are provided in N.J.S. sections 2A:15-26 to 2A:15-30.
(3) The post-office address specified in paragraph 14A:13-8(1)(d) may be changed from time to time by filing in the office of the Secretary of State a certificate executed on behalf of the corporation setting forth
(a) the name of the foreign corporation;
(b) the jurisdiction of its incorporation;
(c) the date of the issuance of its certificate of withdrawal by the Secretary of State; and
(d) the changed post-office address.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-9 - Termination of existence of foreign corporation

14A:13-9. Termination of existence of foreign corporation
(1) When a foreign corporation authorized to transact business in this State is dissolved, or its authority or existence is otherwise terminated or cancelled in the jurisdiction of its incorporation, or it is merged into or consolidated with another corporation, there shall be filed in the office of the Secretary of State
(a) a certificate of the official of the jurisdiction of incorporation of such foreign corporation who has custody of the records pertaining to corporations, attesting to the occurrence of any such event; or
(b) a certified copy of an order or decree of a court of competent jurisdiction directing the dissolution of such foreign corporation, the termination of its existence, or the cancellation of its authority;
together with a statement executed on behalf of the corporation of the post-office address within or without this State to which the Secretary of State may mail a copy of any process against the corporation that may be served on him.
(2) Upon the filing of the certificate, order or decree and the statement of the post-office address, the Secretary of State shall issue a certificate of withdrawal with like effect as provided in subsection 14A:13-8(2).
(3) The post-office address specified in subsection 14A:13-9(1) may be changed from time to time in the same manner as is provided in subsection 14A:13-8(3).
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-10 - Revocation of certificate of authority; issuance of certificate of revocation

14A:13-10. Revocation of certificate of authority; issuance of certificate of revocation
(1) In addition to any other ground for revocation provided by law, the certificate of authority of a foreign corporation to transact business in this State may be revoked by the Secretary of State upon the conditions prescribed in this section when
(a) the certificate of authority of the corporation has been suspended for 90 days under this act; or
(b) the corporation has failed to apply for an amended certificate of authority within 90 days after it was required to do so under this act; or
(c) the corporation has failed to maintain a registered agent in this State as required by this act; or
(d) the corporation has failed, after change of its registered office or registered agent, to file in the office of the Secretary of State a statement of such change as required by this act; or
(e) the corporation has failed to file its annual report within the time required by this act.
(2) No certificate of authority of a foreign corporation shall be revoked by the Secretary of State unless
(a) he shall have given the corporation not less than 90 days' notice that such default exists and that its certificate of authority will be revoked unless such default is cured within 90 days after the mailing of such notice; and
(b) the corporation shall fail prior to revocation to cure such default.
Such notice shall be sent by certified mail to the corporation at its registered office in this State and at its main business or headquarters office as such offices are on record in the office of the Secretary of State.
(3) Upon revoking any such certificate of authority, the Secretary of State shall issue a certificate of revocation and shall mail a copy to such corporation at each of the addresses designated in subsection 14A:13-10(2).
(4) The issuance of the certificate of revocation shall have the same force and effect as the issuance of a certificate of withdrawal under subsection 14A:13-8(2).
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-11 - Transacting business without certificate of authority

14A:13-11. Transacting business without certificate of authority
(1) No foreign corporation transacting business in this State without a certificate of authority shall maintain any action or proceeding in any court of this State, until such corporation shall have obtained a certificate of authority. This prohibition shall apply to
(a) any successor in interest of such foreign corporation, except any receiver, trustee in bankruptcy or other representative of creditors of such corporation; and
(b) any assignee of the foreign corporation, except an assignee for value who accepts an assignment without knowledge that the foreign corporation should have but has not obtained a certificate of authority in this State.
(2) The failure of a foreign corporation to obtain a certificate of authority to transact business in this State shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action or proceeding in any court of this State.
(3) In addition to any other liabilities imposed by law, a foreign corporation which transacts business in this State without a certificate of authority shall forfeit to the State a penalty of not less than $200.00, nor more than $1,000.00 for each calendar year, not more than 5 years prior thereto, in which it shall have transacted business in this State without a certificate of authority. Such penalty shall be recovered with costs in an action prosecuted by the Attorney General. The court may proceed in such action in a summary manner or otherwise.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-12 - Injunction against foreign corporation

14A:13-12. Injunction against foreign corporation
(1) The Attorney General may bring an action in the Superior Court in the name of the State to enjoin a foreign corporation from transacting business in this State
(a) without having first obtained a certificate of authority pursuant to this Chapter; or
(b) of a character not set forth in its application for a certificate of authority or for an amended certificate of authority; or
(c) after its authority to transact business in this State has been surrendered or revoked; or
(d) after it is dissolved or its authority or existence is otherwise terminated or cancelled in the jurisdiction of its incorporation.
(2) The Superior Court may proceed in such action in a summary manner or otherwise.
(3) The provisions of this section shall not exclude any other ground provided by law for injunctive relief against a foreign corporation to restrain it from the exercise of any franchise or the transaction of any business within this State.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-15 - Notice of business activities report; necessity; filing; activities or property maintenance covered

14A:13-15. Notice of business activities report; necessity; filing; activities or property maintenance covered
Every foreign corporation which during any calendar or fiscal accounting year ending after December 31, 1973, carried on any activity or owned or maintained any property in this State, unless specifically exempted under section 3 of this act, shall be required to file a notice of business activities report, as hereinafter provided.
Activities or property maintenance in this State which require corporations to file this report are:
a. the maintenance in this State of an office or other place of business; or
b. the maintenance of personnel in this State, including the presence of employees, agents, representatives or independent contractors in connection with the corporation's business, even though not regularly stationed in this State; or
c. the ownership or maintenance of real and/or tangible personal property directly used by the corporation in this State; or
d. the ownership or maintenance of tangible and/or intangible property in this State which is used by others; or
e. receiving payments from persons residing in this State, or businesses located in this State, aggregating in excess of $25,000.00 regardless of any other connections with this State; or
f. the derivation of income from any source or sources within this State; or
g. any other activity or property in, or interrelationships with, this State as designated by the director.
L.1973, c. 171, s. 2, eff. June 7, 1973.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-16 - Exemptions

14A:13-16. Exemptions
A foreign corporation shall not be required to file a notice of business activities report if
a. by the end of an accounting period for which it was otherwise required to file a notice of business activities report under this act, it had received a certificate of authority to do business in this State; or
b. a timely return has been filed under the Corporation Business Tax Act or the Corporation Income Tax Act for such accounting period.
L.1973, c. 171, s. 3, eff. June 7, 1973.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-17 - Definitions

14A:13-17. Definitions
For the purposes of this act, unless the context requires a different meaning:
a. "Director" shall mean the Director of the Division of Taxation of the State Department of the Treasury.
b. "Corporation" shall mean any corporation, joint-stock company or association and any business conducted by a trustee or trustees wherein interest or ownership is evidenced by a certificate of interest or ownership or similar written instrument.
c. "Calendar year" shall mean an accounting period ending on the last day of December on the basis of which the corporation is required to report for Federal income tax purposes.
d. "Fiscal year" shall mean an accounting period ending on any day other than the last day of December on the basis of which the corporation is required to report for Federal income tax purposes.
e. "Accounting period" shall mean the calendar or fiscal year, or part thereof, for which a report is due under this act.
L.1973, c. 171, s. 4, eff. June 7, 1973.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-18 - Annual filing; due date

14A:13-18. Annual filing; due date
a. Every foreign corporation shall annually file a notice of business activities report with respect to all or any part of each of its calendar or fiscal accounting years ending after December 31, 1973, on a report which shall be filed on or before the fifteenth day of the fourth month after the close of such calendar or fiscal accounting year.
b. For purposes of this act, every foreign corporation shall use the same calendar or fiscal accounting year upon which it reports to the United States Treasury Department for Federal income tax purposes.
L.1973, c. 171, s. 5, eff. June 7, 1973.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-19 - Forms; certification

14A:13-19. Forms; certification
The director shall design a form of report and forms for such additional statements or schedules as he may require to be filed therewith. Such form shall contain a provision in which the foreign corporation may disclaim liability for the corporation business tax and the corporation income tax, and any obligation to obtain a certificate of authority to do business in this State and shall provide for the setting forth of such additional facts as the director may deem necessary for the proper enforcement of this act. He shall cause a supply thereof to be printed and shall furnish appropriate blank forms to each corporation upon application or otherwise as he may deem necessary. Failure to receive a form shall not relieve any corporation from the obligation to file a report under the provisions of this act. Each such report shall have annexed thereto a certification by the president, vice president, comptroller, secretary, treasurer, assistant treasurer, accounting officer of the corporation or any other officer of the corporation duly authorized so to act to the effect that the statements contained therein are true. The fact that an individual's name is signed on a certification of the report shall be prima facie evidence that such individual is authorized to sign and certify the report on behalf of the corporation. In the case of a corporation in liquidation or in the hands of a receiver or trustee, certification shall be made by the person responsible for the conduct of the affairs of such corporation.
L.1973, c. 171, s. 6, eff. June 7, 1973.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-20 - Failure to file timely report

14A:13-20. Failure to file timely report
a. No foreign corporation carrying on any activity or owning or maintaining any property in this State which has not obtained a certificate of authority to do business in this State and disclaims liability for the corporation business tax and the corporation income tax shall maintain any action or proceeding in any State or Federal court in New Jersey, until such corporation shall have filed a timely notice of business activities report.
b. The failure of a foreign corporation to file a timely report shall prevent the use of the courts in this State for all contracts executed and all causes of action that arose at any time prior to the end of the last accounting period for which the corporation failed to file a required timely report.
c. The court in which the issues arise shall be granted the power to excuse the corporation for failure to file a report when due, and restore the right of access to the courts in this State. Such failure to file a report shall be excusable where the court finds the corporation has sustained the burden of establishing that
(1) the failure to file a timely report was done in ignorance of the requirement to file, such ignorance was reasonable in all circumstances; and
(2) all taxes, interest and civil penalties due the State for all periods have been paid, or provided for by adequate security or bond approved by the director, before the suit may proceed.
L.1973, c. 171, s. 7, eff. June 7, 1973.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-21 - Application of state tax uniform procedure law to this act

14A:13-21. Application of state tax uniform procedure law to this act
This act shall be governed in all respects by the provisions of the State tax uniform procedure law (subtitle 9 of Title 54 of the Revised Statutes) except only to the extent that a specific provision of this act may be in conflict therewith.
L.1973, c. 171, s. 8, eff. June 7, 1973.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-22 - Administration of act by director of division of taxation

14A:13-22. Administration of act by director of division of taxation
The Director, Division of Taxation in the Department of Treasury shall administer the provisions of this act, adopt regulations necessary or desirable to effectuate its purposes, prepare instructions for guidance and information and provide for all other matters reasonably required for the fair, impartial and practical administration of this act.
L.1973, c. 171, s. 9, eff. June 7, 1973.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:13-23 - Severability

14A:13-23. Severability
If any clause, sentence, paragraph, section or part of this act shall be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect, impair or invalidate the remainder thereof, but shall be confined in its operation to the clause, sentence, paragraph, section or part thereof directly involved in the controversy in which such judgment shall have been rendered.
L.1973, c. 171, s. 10, eff. June 7, 1973.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-1 - Definitions

14A:14-1. Definitions
As used in this chapter, and unless the context requires otherwise
(a) "corporation" means a domestic corporation and a foreign corporation;
(b) "creditor" means the holder of any claim, of whatever character, against a corporation, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, absolute or contingent;
(c) "debt" includes any legal liability, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent;
(d) "encumbrance" means a mortgage, security interest, lien or charge of any nature in or upon property;
(e) "fair consideration" is given for property or an obligation when, in exchange for such property or obligation, as a fair equivalent therefor, and in good faith, property is transferred or an antecedent debt is satisfied; or when such property or obligation is received in good faith to secure a present advance or antecedent debt in amount not disproportionately small as compared with the value of the property or obligation obtained;
(f) "insolvent" : a corporation shall be deemed to be insolvent for the purposes of this chapter (1) when the aggregate of its property, exclusive of any property which it may have conveyed, transferred, concealed, removed or permitted to be concealed or removed, with intent to defraud, hinder or delay its creditors, shall not at a fair valuation be sufficient in amount to pay its debts; or (2) when the corporation is unable, by its available assets or the honest use of credit, to pay its debts as they become due;
(g) "property" means real property, tangible and intangible personal property, and rights, claims and franchises of every nature;
(h) "receiver" means a receiver of a corporation appointed pursuant to this chapter, and includes corporations authorized by law to act as receivers in this State, as well as individuals;
(i) "receivership action" means an action brought pursuant to this chapter for the appointment of a receiver of a corporation;
(j) "transfer" means the sale and every other method, direct or indirect, of disposing of or parting with property or with an interest therein, or with the possession thereof, or of fixing a lien upon property or upon an interest therein, absolutely or conditionally, voluntarily or involuntarily, by or without judicial proceedings, as a conveyance, sale, payment, pledge, mortgage, lien, encumbrance, gift, security, or otherwise; the retention of security title to property delivered to a corporation shall be deemed a transfer suffered by such corporation.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-2 - Jurisdiction of the superior court; appointment of receiver

14A:14-2. Jurisdiction of the superior court; appointment of receiver
(1) A receivership action may be brought in the Superior Court by
(a) a creditor whose claim is for a sum certain or for a sum which can by computation be made certain; or
(b) a shareholder or shareholders who individually or in combination own at least ten per cent of the outstanding shares of any class of the corporation; or
(c) the corporation, pursuant to resolution of its board.
(2) The action shall be based upon at least one of the following grounds:
(a) the corporation is insolvent;
(b) the corporation has suspended its ordinary business for lack of funds;
(c) the business of the corporation is being conducted at a great loss and greatly prejudicial to the interests of its creditors or shareholders.
(3) The court may proceed in the action in a summary manner or otherwise. It shall have power to appoint and remove one or more receivers of the corporation from time to time, and to enjoin the corporation, its officers and agents, from exercising any of its privileges and franchises, and from collecting or receiving any debts, or paying out, selling, assigning or transferring any of its property, except to a receiver, and except as the court may otherwise order. The court shall have such further powers as shall be appropriate for the fulfillment of the purposes of this chapter.
(4) Every receiver shall, before assuming his duties, execute and file a bond in the office of the Clerk of the Superior Court, with such sureties and in such form as the court shall approve.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-3 - Multiple receivers

14A:14-3. Multiple receivers
When more than one receiver of a corporation is appointed,
(a) the provisions of this chapter applicable to one receiver shall be applicable to all;
(b) the debts and property of the corporation may be collected and received by any of them; and
(c) the powers and rights conferred upon them may be exercised by a majority of them.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-4 - Title to corporate property and franchises

14A:14-4. Title to corporate property and franchises
(1) Upon his appointment, the receiver shall become vested with the title to all the property of the corporation, of every nature, including its franchises.
(2) For the purpose of avoiding encumbrances, transfers and preferences, the right and title of a receiver shall relate back to the date upon which the receivership action commenced.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:14-5 - Powers of receivers; general

14A:14-5. Powers of receivers; general
Subject to the general supervision of the Superior Court and pursuant to specific order where appropriate, a receiver shall have power to
(a) take into his possession all the property of the corporation, including its books, records and papers;
(b) institute and defend actions by or on behalf of the corporation;
(c) sell, assign, convey or otherwise dispose of all or any part of the property of the corporation;
(d) settle or compromise with any debtor or creditor of the corporation, including any taxing authority;
(e) summon and examine under oath, which he may administer, or by affirmation, any persons concerning any matter pertaining to the receivership or to the corporation, its property and its transactions, and require such person to produce books, records, papers and other tangible things and to be examined thereon;
(f) take testimony within or without the State, and, if without the State, apply to courts of other jurisdictions for compulsory process to obtain the attendance of witnesses;
(g) continue the business of the corporation, and, to that end, enter into contracts, borrow money, pledge, mortgage or otherwise encumber the property of the corporation as security for the repayment of the receiver's loans;
(h) do all further acts as shall best fulfill the purposes of this chapter.
L.1968, c.350.