Title 15A, Title 15A: CORPORATIONS, NONPROFIT

15A:11-1. Limitations on rights of dissenting members A member of a domestic corporation shall not have the right to dissent from any merger, consolidation, sale of assets, or amendment of the certificate of incorporation or bylaws, nor shall any member have the right to be paid …

15A:12-1. Methods of dissolution a. A corporation may be dissolved in any one of the following ways: (1) by action of the incorporators or trustees pursuant to section 15A:12-2; (2) by action of the members pursuant to section 15A:12-3; (3) by action of the board and the members …

15A:12-10. Certificate of dissolution; contents; approval Upon authorization of dissolution in the manner specified in this chapter, a certificate of dissolution shall be executed and an original and a copy of the certificate shall be filed in the office of the Secretary of State…

15A:12-11. Dissolution in action brought by the Attorney General 15A:12-11. Dissolution in Action Brought by the Attorney General. a. The Attorney General may bring an action in the Superior Court for the dissolution of a corporation upon the ground that the corporation: (1) Has …

15A:12-12. Involuntary dissolution; other remedies a. The Superior Court, in an action brought under this section, may appoint a custodian, appoint a provisional trustee, order a sale of the corporation's assets as provided below, or enter a judgment dissolving the corporation, u…

15A:12-13. Discontinuance of action or special proceeding An action or special proceeding for the dissolution of a corporation may be discontinued at any stage when it is established that the cause for dissolution did not exist or no longer exists. In that event, the court shall …

15A:12-14. Effective time of dissolution A corporation is dissolved: a. Upon the proclamation of the Secretary of State issued pursuant to subsection c. of section 15A:4-5; or b. When an original and a copy of a certificate of dissolution is filed in the office of the Secretary o…

15A:12-15. Effect of dissolution a. Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not carry on activities except for the purpose of winding up its affairs by: (1) Collecting its assets; (2) Fulfilling or dischargi…

15A:12-16. Revocation of dissolution proceedings a. Dissolution proceedings commenced pursuant to section 15A:12-3, 15A:12-4, 15A:12-5, 15A:12-6, or 15A:12-7 may be revoked at any time within 60 days after the effective time of dissolution, as determined pursuant to section 15A:1…

15A:12-17. Effect of revocation of dissolution a. Upon the filing of an original and a copy of a certificate of revocation as authorized by this act, the revocation of dissolution proceedings shall become effective, and the corporation may, subject to the provisions of subsection…

15A:12-18. Notice to creditors; filing claims a. 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. The notice shall…

15A:12-19. Barring of claims of creditors a. Any creditor as defined in subsection c. of section 15A:12-18 who does not file a claim as provided in the notice given pursuant to section 15A:12-18, and all those claiming through or under that creditor, shall be forever barred from …

15A:12-2. Dissolution before commencing activities a. 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, if the corporation: (1) has not commenced activ…

15A:12-20. 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 c. of section 15A:12-18, the corporation or the receiver, as the …

15A:12-21. Jurisdiction of the superior court At any time after a corporation has been dissolved in any manner, a creditor, as defined in subsection c. of section 15A:12-18, or a member of the corporation, or, where there are no members, a trustee of the corporation, or the corpo…

15A:12-22. 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…

15A:12-23. Dissolution upon liquidation No corporation shall be completely liquidated and all of its assets distributed unless provision is made for the dissolution of the corporation and the payment of all fees, taxes, and other expenses incidental thereto. L.1983, c. 127, s. 15…

15A:12-3. Dissolution without a meeting of members A corporation may be dissolved by the written consent of all its members entitled to vote thereon. To effect the dissolution, the members shall adopt a plan of dissolution pursuant to section 15A:12-8 and shall execute and file i…

15A:12-4. Dissolution pursuant to action of board and members a. A corporation which has members entitled to vote on its dissolution may be dissolved by action of its board and its members as provided in this section. b. The board shall recommend that the corporation be dissolved…

15A:12-5. Dissolution pursuant to action of board If there are no members of the corporation entitled to vote on the dissolution of the corporation, a corporation may be dissolved by the affirmative vote of two-thirds of its trustees at a meeting of the board. If dissolution is a…

15A:12-6. Dissolution pursuant to provision in certificate of incorporation a. The certificate of incorporation may provide that any member, any trustee, or any specified number of members or trustees or any class of members may effect the dissolution of the corporation at will o…

15A:12-7. Dissolution upon expiration of period of duration A corporation shall not be dissolved when the period of duration stated in its certificate of incorporation expires until a plan of dissolution pursuant to subsection a. of section 15A:12-8 has been adopted and an origin…

15A:12-8. Plan of dissolution and disposition of assets a. Every corporation which dissolves pursuant to section 15A:12-2, 15A:12-3, 15A:12-4, 15A:12-5, 15A:12-6 or 15A:12-7 shall adopt a plan of dissolution for the satisfaction of its liabilities and the distribution of its asse…

15A:12-9. Disposition of unclaimed assets Any assets required to be distributed 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 own…

15A:13-1. Holding and conveying real estate A foreign corporation shall have the same powers with respect to real property located in this State, or any interest therein, as a domestic corporation. L.1983, c. 127, s. 15A:13-1, eff. Oct. 1, 1983.

15A:13-10. Revocation of certificate of authority; issuance of certificate of revocation a. In addition to any other ground for revocation provided by law, the certificate of authority of a foreign corporation to conduct activities in this State may be revoked by the Secretary of…

15A:13-11. Conducting activities without certificate of authority a. A foreign corporation conducting activities in this State without a certificate of authority shall not maintain any action or proceeding in any court of this State, until the corporation obtains a certificate of…

15A:13-12. Injunction against foreign corporation a. The Attorney General may bring an action in the Superior Court in the name of the State to enjoin a foreign corporation from conducting activities in this State: (1) Without having first obtained a certificate of authority purs…

15A:13-13. Vesting of title to real property upon merger or consolidation of foreign corporations a. As used in this section: (1) "Surviving foreign corporation" means a foreign corporation into which one or more other foreign corporations have merged; (2) "New foreign corporatio…

15A:13-2. Application of act to foreign corporations a. Foreign corporations which were duly authorized to conduct activities in this State prior to January 1, 1969, and which did not thereafter withdraw from this State and which remain so authorized on the effective date of this…

15A:13-3. Admission of foreign corporation a. A foreign corporation shall not have the right to conduct activities in this State until it shall have procured a certificate of authority so to do from the Secretary of State. The preceding sentence shall not be operative until 90 da…

15A:13-4. Application for certificate of authority a. To procure a certificate of authority to conduct activities in this State, a foreign corporation shall file in the office of the Secretary of State an original and a copy of an application executed on behalf of the corporation…

15A: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 conduct in this State any activities of the character set forth in its application. The authority shall continue …

15A:13-6. Amended certificate of authority a. A foreign corporation authorized to conduct activities 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…

15A:13-7. Change of name by foreign corporation Whenever a foreign corporation which is authorized to conduct activities 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 author…

15A:13-8. Withdrawal of foreign corporation a. A foreign corporation authorized to conduct activities in this State may withdraw from this State upon procuring from the Secretary of State a certificate of withdrawal. In order to procure a certificate of withdrawal, the foreign co…

15A:13-9. Termination of existence of foreign corporation a. When a foreign corporation authorized to conduct 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 …

15A:14-1. Definitions As used in this chapter: a. "Corporation" means a domestic corporation or 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 unli…

15A:14-10. Fraudulent transfers a. Every transfer made and every obligation incurred by a corporation which is or will be thereby rendered insolvent, is fraudulent as to creditors without regard to its actual intent if the transfer is made or the obligation is incurred without a …

15A:14-11. Fraudulent transfers; continued a. A transfer or an obligation incurred which is fraudulent under section 15A:14-10 against a creditor, is fraudulent against the receiver, except as to a purchaser for a fair consideration, without knowledge of the fraud at the time of …

15A:14-12. Fraudulent transfers; continued Nothing contained in section 15A:14-10 or 15A:14-11 shall be construed to validate a transfer which is voidable under section 15A:14-13. L.1983, c. 127, s. 15A:14-12, eff. Oct. 1, 1983.

15A:14-13. Liens by legal process a. Every lien against the property of a corporation shall be void if: (1) The lien is obtained by attachment, judgment, levy or other legal process; and (2) A receivership action against the corporation is commenced within 4 months after the date…

15A:14-14. Preferences a. For the purpose of this chapter, a preference arises when: (1) A corporation which, while insolvent, and within 4 months of the commencement of a receivership action by or against it, transfers any property to or for the benefit of a creditor for or on a…

15A:14-15. Notice to creditors a. The receiver shall, within 30 days following the date of appointment, give notice requiring all creditors to present their claims in writing. The notice shall be published twice, once in each of 2 consecutive weeks, in a newspaper of general circ…

15A:14-16. Claims; presentation; approval or rejection Creditors shall, if required by the receiver, submit themselves to examination by the receiver and produce before the receiver the records and proof relating to their claims as the receiver may direct. The receiver may also e…

15A:14-17. Claims; jury trial A creditor who presents a claim to a receiver pursuant to this chapter and whose claim is disallowed in whole or in part by the receiver shall, on demand in writing, be entitled to trial by jury on any issue triable of right by jury. L.1983, c. 127, …