Title 14A, Title 14A: CORPORATIONS, GENERAL

14A:14-17. Claims; jury trial A creditor who presents his 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.1968, c.350.…

14A:14-18. Review of receiver's actions Any person aggrieved by the proceedings or determination of the receiver in the discharge of his duties shall be entitled to a review of the receiver's action in a summary manner in the Superior Court. L.1968, c.350.

14A:14-19. Discontinuance of receivership action A receivership action against a corporation may be discontinued at any time when it is established that cause for the action no longer exists. In such event, the court shall dismiss the proceedings and direct the receiver to redeli…

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 …

14A:14-20. Allowances to receiver and others; costs and expenses In any proceeding under this chapter, the court shall allow a reasonable compensation to the receiver for his services and his costs and expenses in the receivership action. It shall also allow reasonable compensati…

14A:14-21. Distribution of assets; priorities (1) After payment of all allowances, expenses and costs, and, subject to the laws of the United States and to subsection 14A:14-21(3), the satisfaction of all liens upon the funds of the corporation to the extent of their lawful prior…

14A:14-22. Judgment of dissolution After distribution of the corporation's assets as provided in section 14A:14-21, the Superior Court may make a judgment dissolving the corporation and declaring its charter forfeited and void. L.1968, c.350.

14A:14-23. Reorganization under act of Congress; "plan of reorganization" defined As used in sections 14A:14-24, 14A:14-25 and 14A:14-26, "plan of reorganization" means a plan of corporate reorganization which has been ordered or confirmed by a court or by a commission or other a…

14A:14-24. Reorganization under act of Congress; implementation of plan of reorganization (1) A corporation shall have the power to do any act required or permitted by a plan of reorganization in order to put such plan in effect according to its terms. (2) The power conferred by …

14A:14-25. Reorganization under act of Congress; rights of certain shareholders In any case where a plan of reorganization of a corporation provides for any action to be taken, which, if taken pursuant to any provisions of this act would entitle dissenting shareholders to payment…

14A:14-26. Reorganization under act of Congress; certificates When any plan of reorganization provides for any action to be taken, which, if taken pursuant to any provisions of this act, would require the filing of a certificate or other document in the office of the Secretary of…

14A:14-27. Reorganization under act of Congress; powers and duties of state instrumentalities Nothing contained in sections 14A:14-24, 14A:14-25 or 14A:14-26 shall be construed to abrogate, limit or restrict the powers and duties over any corporation imposed or conferred by law o…

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) th…

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 preference…

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 pape…

14A:14-6. Powers of receiver; contempt of court If any person summoned to be examined pursuant to section 14A:14-5 shall refuse to be sworn, or to affirm, or to testify, or to answer a proper question, or to produce the books, papers, documents or tangible things demanded, or sha…

14A:14-7. Powers of receiver; sale of property free of encumbrances When property of a corporation for which a receiver has been appointed is, at the time of such appointment, subject to one or more encumbrances, the Superior Court, upon the application of the receiver, may autho…

14A:14-8. Rights of debtors; setoff; counterclaim (1) In all cases of mutual debts or mutual credits between the corporation and a creditor, the account shall be stated and one debt shall be set off against the other, and the balance only shall be allowed or paid. (2) A right of …

14A:14-9. Payment or delivery to corporation (1) After the commencement of a receivership action, but before the appointment of a receiver, a debtor of the corporation may make payment to the corporation of his debt, and a person holding property of the corporation may deliver it…

14A:15-2 Filing fees of the State Treasurer. 14A:15-2. On filing any certificate or other papers relative to corporations in the Department of the Treasury, there shall be paid to the State Treasurer, filing fees as follows: (1) Certificate of incorporation and amendments thereto…

14A:15-3 Additional corporate filing fees 14A:15-3. Additional corporate filing fees. The State Treasurer shall also charge and collect for: (1) filing an application to reserve a specified corporate name and issuing a certificate of reservation $50.00 if application is for the f…

14A:16-1. Construction (1) The provisions of this act not inconsistent with those of prior laws shall be construed as a continuation of such laws. (2) This act shall be deemed to be a part of the general and permanent statutes of this State. The abbreviation "N.J.S. 14A" shall co…

14A:16-2. Acts saved from repeal The following acts and parts of acts, and all amendments thereof, are saved from repeal: R.S. 14:2-2 R.S. 14:3-7 R.S. 14:3-10 R.S. 14:7-5 R.S. 14:8-18 R.S. 14:8-22 R.S. 14:11-16 R.S. 14:13-13 P.L.1950, c. 102 (C. 14:17-1) P.L.1959, c. 200 (C. 14:1…

14A:16-3. Acts repealed The following acts and parts of acts, and all other acts which are inconsistent with this act, except those specifically saved from repeal by this act, are hereby repealed: Title 14 of the Revised Statutes P.L.1938, c. 178 (C. 14:15-7 through C. 14:15-9) P…

14A:16-4. Effective date This act shall take effect on January 1, 1969. L.1968, c.350.

14A:17-1. Legislative intent It is the legislative intent to provide for the incorporation of an individual or group of individuals to render the same professional service to the public for which such individuals are required by law to be licensed or to obtain other legal authori…

14A:17-10. Who may own shares; voting trust; estate ownership 10. Who may own shares; voting trust; estate ownership. (a) No professional corporation may issue any of its shares to anyone other than an individual who is duly licensed or otherwise legally authorized to render the …

14A:17-11. Disqualification to render service If any officer, shareholder, agent or employee of a professional corporation becomes legally disqualified to render the same professional service as that for which the corporation was organized, he shall forthwith sever all employment…

14A:17-12. Transfer of shares No shareholder of a professional corporation may transfer his shares in such corporation except to the corporation or to another individual who is eligible to be a shareholder of such corporation. L.1969, c. 232, s. 12, eff. Dec. 16, 1969.

14A:17-13. Corporate existence; corporation to convert to business corporation; acquisition of shares of disqualified or deceased shareholder (a) A professional corporation shall have perpetual existence until dissolved in accordance with the provisions of the Business Corporatio…

14A:17-14 Corporate name. 14. a. Corporate name. The corporate name of a professional corporation shall contain the full or last names of one or more of the shareholders or a name descriptive of the type of professional service in which the corporation will be engaged and shall a…

14A:17-15. Applicable law; consolidation, merger; report, contents 15. Applicable law; consolidation, merger; report, contents. The Business Corporation Act of New Jersey shall be applicable to a professional corporation and to a foreign professional legal corporation except to t…

14A:17-16. Provisions severable; repealer If any provision of this act or the application thereof to any person or circumstances be held invalid, such invalidity shall not affect other provisions or applications of this act which can be given effect without the invalid provision …

14A:17-17. Construction The provisions of this act shall not be construed as repealing, modifying or restricting the applicable provisions of law relating to incorporations, sales of securities or regulating the several professions enumerated in this act except insofar as such la…

14A:17-18. Repeal Chapter 233 of the laws of 1962, as amended, is hereby repealed, but all corporations formed under the provisions thereof shall continue and shall be governed by the provisions of this act. L.1969, c. 232, s. 18, eff. Dec. 16, 1969.

14A:17-2. Short title This act may be cited as "The Professional Service Corporation Act." L.1969, c. 232, s. 2, eff. Dec. 16, 1969.

14A:17-3 Terms defined. 3. Terms defined. As used in this act, the following words shall have the meanings indicated: (1) "Professional service" shall mean any type of personal service to the public which requires as a condition precedent to the rendering of such service the obta…

14A:17-4. Application of act This act shall not apply to any individual or groups within this State who, prior to the passage of this act, were permitted to organize a corporation and perform personal services to the public by the means of a corporation, and this act shall not ap…

14A:17-5. Professional corporation and foreign professional legal corporation 5. Professional corporation and foreign professional legal corporation. (a) One or more persons, each of whom is duly licensed or otherwise legally authorized to render the same or closely allied profes…

14A:17-6. Directors and officers A professional corporation which has only one shareholder need have only one director who shall be such shareholder. Such one shareholder shall also serve as the president of the corporation. The other officers of the corporation in such a case ne…

14A:17-7. Rendering of professional service limited to licensed personnel; charges authorized 7. Rendering of professional service limited to licensed personnel; charges authorized. No professional corporation or foreign professional legal corporation may render professional serv…

14A:17-8. Professional relationship; personal liability; corporate liability 8. Professional relationship; personal liability; corporate liability. Nothing contained in this act shall be interpreted to abolish, repeal, modify, restrict or limit the law now in effect in this State…

14A:17-9. Limitations on corporate business activity 9. Limitations on corporate business activity. No professional corporation shall engage in any business other than the rendering of the professional services for which it was specifically incorporated; and no foreign profession…

14A:18-1 Definitions relative to benefit corporations. 1. For purposes of this act: "Benefit corporation" means a corporation organized under provisions of the "New Jersey Business Corporation Act," N.J.S.14A:1-1 et seq., that has elected to become subject to this act and whose s…

14A:18-10 Enforcement of duties of directors and officers. 10. a. The duties of directors and officers under this act, and the general and any specific public benefit purpose of a benefit corporation, may be enforced only in a benefit enforcement proceeding. No person may bring a…

14A:18-11 Annual benefit report. 11. a. A benefit corporation shall deliver to each shareholder an annual benefit report including: (1) A narrative description of: (a) The ways in which the benefit corporation pursued a general public benefit during the year and the extent to whi…