Title 14A, Title 14A: CORPORATIONS, GENERAL

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 …

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 subsecti…

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 sha…

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 …

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 inter…

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…

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 certi…

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 pursu…

14A:13-13. Vesting of title to real property upon merger or consolidation of foreign corporations (1) As used in this section, unless the context clearly requires otherwise: (a) "Surviving foreign corporation" means a foreign corporation into which one or more other foreign corpo…

14A:13-14. Short title This act shall be known as the "Corporation Business Activities Reporting Act." L.1973, c. 171, s. 1, eff. June 7, 1973.

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…

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 certifica…

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 ass…

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 bef…

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 corporatio…

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 ent…

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 …

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 a…

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 guidanc…

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 th…

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 …

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 nam…

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 …

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…

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 s…

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 authori…

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 fore…

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 o…

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 unsecu…