Title 14A, Title 14A: CORPORATIONS, GENERAL

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 clai…

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 …

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…

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 t…

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. …

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…

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 o…

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…

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 commen…

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…

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 th…

14A:12-4.1. Dissolution of corporations without assets (1) A corporation which has ceased doing business and does not intend to recommence doing business may be dissolved by action of its board and shareholders or, as set forth in this section, by a corporate officer, if the corp…

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 o…

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 Secr…

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 exceede…

14A:12-7. Involuntary dissolution; other remedies (1) The Superior Court, in an action brought under this section, may appoint a custodian, appoint a provisional director, order a sale of the corporation's stock as provided below, or enter a judgment dissolving the corporation, u…

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…

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 …