Title 14A, Title 14A: CORPORATIONS, GENERAL

14A:7-3 Subscription for shares. 14A:7-3. Subscription for shares. (1) Unless otherwise provided by the subscription agreement or unless all of the subscribers consent to the revocation of such subscription, a subscription for shares of a corporation to be formed shall be irrevoc…

14A:7-4. Consideration for shares (1) Subject to any restriction contained in the certificate of incorporation, shares may be issued for such consideration as shall be fixed from time to time by the board or as shall be determined in accordance with a general formula or at not le…

14A:7-5. Payment for shares; nonassessability (1) Subject to any restrictions contained in the certificate of incorporation, the consideration for the issuance of shares may be paid, in whole or in part, in: (a) money, (b) real property,(c) tangible or intangible personal propert…

14A:7-6. Redeemable shares (1) A corporation may provide in its certificate of incorporation for one or more classes or series of shares which are redeemable, in whole or in part, at the option of the corporation in cash, its bonds or other property, at such price or prices, with…

14A:7-7. Share rights and options 14A:7-7. Share rights and options. (1) Subject to any provisions in respect thereof set forth in its certificate of incorporation in effect before the authorization and issuance of the rights or options, a corporation may create and issue, whethe…

14A:7-8.1. Par value of shares and stated capital. (1) Unless otherwise provided in the certificate of incorporation, all shares shall have no par value and no stated capital shall be required to be maintained. (2) A corporation in its certificate of incorporation may specify a p…

14A:7-9. Convertible shares and bonds. (1) When so provided in its certificate of incorporation, a corporation may issue shares of any class or series convertible, at the option of the holder or of the corporation or both, into shares of any other class or classes or of any serie…

14A:8-1 Employee benefit plans. 14A:8-1. Employee benefit plans. (1) A corporation may establish and carry out wholly or partly at its expense, any one or more of the following plans for the benefit of some or all employees, as hereinafter defined, and their families, dependents …

14A:8-2.1. Trust funds for employees; creation; maintenance and administration Any domestic or foreign corporation which has adopted, or hereafter adopts, a plan described in section 14A:8-1 may establish one or more trust funds of the property contributed or held by any corporat…

14A:8-3.1. Continuation of trust; law against perpetuities inapplicable The period for which any trust may be created and maintained may be as longˆas may be desirable for the complete administration of any plan as originally adopted or thereafter amended, and no trust or trust f…

14A:9-1. Amendment of certificate of incorporation (1) A corporation may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired so long as the amendment contains only such provisions as might lawfully be contained in an original c…

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…

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 am…

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, a…

14A:9-5. Restated certificate of incorporation (1) A corporation may restate and integrate in a single certificate the provisions of its certificate of incorporation as theretofore amended, including any provision effected by a merger or consolidation and any further amendments a…

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 cert…

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…

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 …

14A:10-11. Sale or other disposition of assets other than in regular course of business 14A:10-11. Sale or other disposition of assets other than in regular course of business. (1) A sale, lease, exchange, or other disposition of all, or substantially all, the assets of a corpora…

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…

14A:10-13. Share exchange (1) A domestic or foreign corporation may acquire all of the outstanding shares, or all of the outstanding shares of one or more classes or series, of a domestic corporation if the board of each corporation adopts and the shareholders of the acquired cor…

14A:10-14 Merger or consolidation of domestic corporation with other entities; manner. 30. (1) A domestic corporation may merge or consolidate with one or more other business entities in the following manner: (a) Each domestic corporation shall comply with the provisions of chapt…

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 …

14A:10-3 Approval by shareholders. 14A:10-3. Approval by shareholders. (1) The board of each corporation, upon approving such plan of merger or plan of consolidation, shall direct that the plan be submitted to a vote at a meeting of shareholders. Written notice shall be given not…

14A:10-4.1 Certificate of merger or consolidation. 14A:10-4.1. Certificate of merger or consolidation. (1) After approval of the plan of merger or consolidation, a certificate of merger or a certificate of consolidation shall be executed on behalf of each corporation. The certifi…

14A:10-5.1. Merger of subsidiary corporation 14A:10-5.1. Merger of subsidiary corporation. (1) A domestic corporation owning at least 90% of the outstanding shares of each class and series of another domestic corporation or corporations, may merge the other corporation or corpora…

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…

14A:10-7. Merger or consolidation of domestic and foreign corporations (1) One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner: (a) Each domestic corporation shall comply with the provisions of this act with…

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 consolidat…

14A:10-9. Acquisition of all the shares, or a class or series of shares, of a corporation (1) Subject to the limitations imposed by any other statute of this State, any domestic corporation may, in the manner provided by this section, acquire, in exchange for its shares, all the …

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 requirement…

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…

14A:10A-3 Definitions. 3. As used in this act: a. "Affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person. b. "Announcement date," when used in reference to any …

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 corpo…

14A:10A-5 Permissible business combinations. 5. In addition to the restriction contained in section 4 of this act, and except as provided in section 6 of this act, no resident domestic corporation shall engage at any time in any business combination with any interested stockholde…

14A:10A-6 Exemptions. 6. a. Unless the certificate of incorporation provides otherwise, the provisions of this act shall not apply to any business combination of a resident domestic corporation with an interested stockholder if the resident domestic corporation did not have a cla…

14A:11-1 Right of shareholder to dissent. 14A:11-1. Right of shareholder to dissent. (1) Any shareholder of a domestic corporation shall have the right to dissent from any of the following corporate actions (a) Any plan of merger or consolidation to which the corporation is a par…

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 re…

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 th…

14A:11-2. Notice of dissent; demand for payment; endorsement of certificates (1) Whenever a vote is to be taken, either at a meeting of shareholders or upon written consents in lieu of a meeting pursuant to section 14A:5-6, upon a proposed corporate action from which a shareholde…

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 "disse…

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 subs…

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 …

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 subsectio…

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 upo…

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; (…