New Jersey Revised Statutes Title 14a - Corporations, General

• Section 14a:1-1 - Short Title; Purposes; Rules Of Construction; Variation
  (1) This act shall be known and may be cited as the "New Jersey Business Corporation Act." (2) This act shall be liberally construed...
• Section 14a:1-2.1 - Definitions.
  14A:1-2.1. Definitions. As used in this act, unless the context otherwise requires, the term: (a)"Act" or "this act" means the "New Jersey Business Corporation...
• Section 14a:1-3 - Application Of Act
  This act shall apply to (1) every corporation which is organized under this act; (2) every corporation which reincorporates under this act pursuant to...
• Section 14a:1-4 - Reincorporation Under This Act By Certain Corporations Organized Under Special Acts
  Any corporation which has been organized by special act of the Legislature for any of the purposes permitted by this act, and to which...
• Section 14a:1-5 - Reservation Of Power
  This act may be supplemented, altered, amended or repealed by the Legislature, and every corporation, domestic or foreign, to which this act applies shall...
• Section 14a:1-6 - Execution, Filing And Recording Of Documents
  14A:1-6. Execution, filing and recording of documents. (1) If a document relating to a domestic or foreign corporation is required or permitted to be...
• Section 14a:1-7 - Repeal Of Prior Acts
  The repeal by this act of the whole or any part of any act under which there was organized any corporation in existence on...
• Section 14a:1-8 - Notices.
  14A:1-8. In computing the period of time for the giving of any notice required or permitted by this act, or by a certificate of...
• Section 14a:1-8.1 - Provision Of Certain Notices By Electronic Transmission.
  2. (1) Any notice required or permitted pursuant to the provisions of N.J.S.14A:1-1 et seq., or by a certificate of incorporation or by-laws or...
• Section 14a:1-9 - Certificates And Certified Copies.
  (1) Upon request of any person, the Secretary of State shall furnish certified copies of documents filed in his office in accordance with the...
• Section 14a:1-10 - Filing Documents By Telecopy
  14A:1-10. Filing documents by telecopy. (1) The Secretary of State may accept for filing by means of telecopy any document required or permitted to...
• Section 14a:1-11 - Preclearance Of Documents To Be Filed
  Any document required to be filed under this act may be submitted to the Secretary of State for review prior to the time the...
• Section 14a:2-1 - Purposes
  A corporation may be organized under this act for any lawful business purpose or purposes except to do in this State any business for...
• Section 14a:2-2 - Corporate Name Of Domestic Or Foreign Corporations
  (1) The corporate name of a domestic corporation or of a foreign corporation authorized to transact business in this State (a) Shall not contain...
• Section 14a:2-2c - Change Of Corporate Name; Existing Corporations Organized Or Authorized To Transact Business In State Prior To Effective Date Of Act
  This amendatory and supplementary act shall not require any domestic corporation organized prior to the effective date of this act or any foreign corporation...
• Section 14a:2-2.1 - Corporate Alternate Names
  (1) No domestic corporation, or foreign corporation which transacts business in this State within the meaning of section 14A:13-3, shall transact any business in...
• Section 14a:2-2.2 - "Blind" Or "Handicapped" As Part Of Corporate Name
  No corporation organized under the laws of the State of New Jersey nor any foreign corporation authorized to do business in New Jersey shall...
• Section 14a:2-3 - Reserved Name.
  (1) The exclusive right to the use of a corporate name may be reserved upon compliance with the provisions of this section. (2) The...
• Section 14a:2-4 - Registered Name
  (1) Any foreign corporation may register its corporate name under this act, provided its corporate name is available for use under section 14A:2-2. (2)...
• Section 14a:2-5 - Renewal Of Registered Name
  A corporation which has a registration of its corporate name in effect may renew such registration from year to year by annually filing in...
• Section 14a:2-6 - Incorporators
  (1) One or more individuals or domestic or foreign corporations may act as incorporator or incorporators of a corporation by signing and filing in...
• Section 14a:2-7 - Certificate Of Incorporation
  14A:2-7. Certificate of incorporation. (1) The certificate of incorporation shall set forth: (a) The name of the corporation; (b) The purpose or purposes for...
• Section 14a:2-8 - Organization Meeting Of Directors
  On or after the effective date of the certificate of incorporation, an organization meeting of the board named in the certificate of incorporation shall...
• Section 14a:2-9 - By-laws; Making And Altering
  (1) The initial by-laws of a corporation shall be adopted by the board at its organization meeting. Thereafter, the board shall have the power...
• Section 14a:2-10 - By-laws And Other Powers In Emergency
  (1) The board of a corporation may adopt emergency by-laws, subject to repeal or change by action of the shareholders, which shall, notwithstanding any...
• Section 14a:3-1 - General Powers.
  14A:3-1. General powers. (1)Each corporation, subject to any limitations provided in this act or any other statute of this State, or in its certificate...
• Section 14a:3-2 - Ultra Vires Transactions
  No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by...
• Section 14a:3-3 - Guaranty Not In Furtherance Of Business Interest
  (1) A corporation may give a guaranty not in furtherance of its direct or indirect business interests only when authorized at a meeting of...
• Section 14a:3-4 - Contributions By Corporations
  (1) Any corporation organized for any purpose under any general or special law of this State, unless otherwise provided in its certificate of incorporation...
• Section 14a:3-5 - Indemnification Of Directors, Officers And Employees.
  14A:3-5. Indemnification of directors, officers and employees. (1)As used in this section, (a)"Corporate agent" means any person who is or was a director, officer,...
• Section 14a:3-6.1 - Definitions Relative To Derivative Proceedings And Shareholder Class Actions.
  1.As used in this section: "Derivative proceeding" means a civil suit in the right of a domestic corporation. "Shareholder" includes a beneficial owner whose...
• Section 14a:3-6.2 - Conditions For Commencing, Maintaining Proceeding.
  2.A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (1)was a shareholder of the corporation at the time of the...
• Section 14a:3-6.3 - Actions Taken Before Commencing Proceeding.
  3.No shareholder may commence a derivative proceeding until: (1)a written demand has been made upon the corporation to take suitable action; and (2)90 days...
• Section 14a:3-6.4 - Stay Of Proceeding.
  4.If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding as the...
• Section 14a:3-6.5 - Conditions For Dismissal Of Proceeding.
  5. (1) Subject to subsection (5) of this section, a derivative proceeding shall be dismissed by the court on motion by the corporation if...
• Section 14a:3-6.6 - Court's Approval Required.
  6.A derivative proceeding or a shareholder class action may not be discontinued or settled without the court's approval. If the court determines that a...
• Section 14a:3-6.7 - Termination Of Derivative Proceeding, Shareholder Class Action.
  7.On termination of a derivative proceeding or a shareholder class action the court may: (1)order the corporation to pay the plaintiff's expenses incurred in...
• Section 14a:3-6.8 - Security For Reasonable Expenses.
  8.In any derivative proceeding or shareholder class action instituted by a shareholder or shareholders holding less than 5% of the outstanding shares of any...
• Section 14a:3-6.9 - Applicability.
  9.In any derivative proceeding or shareholder class action, the provisions of P.L.2013, c.42 (C.14A:3-6.1 et seq.) shall apply to actions brought in state or...
• Section 14a:4-1 - Registered Office And Registered Agent
  (1) Every corporation organized for any purpose under any general or special law of this State and every foreign corporation authorized to transact business...
• Section 14a:4-2 - Function Of Registered Agent And Office; Service Of Process, Notice Or Demand
  (1) Every registered agent shall be an agent of the corporation which has appointed him, upon whom process against the corporation may be served....
• Section 14a:4-3 - Change Of Registered Office Or Registered Agent
  14A:4-3. Change of registered office or registered agent. (1) A domestic corporation or a foreign corporation authorized to transact business in this State may...
• Section 14a:4-4 - Resignation Of Registered Agent
  14A:4-4. Resignation of registered agent. (1) The registered agent of a domestic corporation or a foreign corporation authorized to transact business in this State...
• Section 14a:4-5 - Annual Report To State Treasurer
  14A:4-5. Annual report to State Treasurer. (1)Every domestic corporation and every foreign corporation authorized to transact business in this State shall file in the...
• Section 14a:4-6 - Complete Address Required
  On or after the effective date of this 1989 amendatory and supplementary act, whenever the address of a registered office is required to be...
• Section 14a:5-1 - Place Of Shareholders' Meetings.
  14A:5-1. Place of shareholders' meetings. (1)Meetings of shareholders of every corporation organized for any purpose under any general or special law of this State...
• Section 14a:5-2 - Annual Meeting Of Shareholders
  An annual meeting of the shareholders shall be held at such time as may be provided in the by-laws, or as may be fixed...
• Section 14a:5-3 - Call Of Special Meeting Of Shareholders
  Special meetings of the shareholders may be called by the president or the board, or by such other officers, directors or shareholders as may...
• Section 14a:5-4 - Notice Of Shareholders' Meetings.
  14A:5-4. Notice of shareholders' meetings. (1)Except as otherwise provided in this act, written notice of the time, place and purpose or purposes of every...
• Section 14a:5-5 - Waiver Of Notice Or Of Lapse Of Time
  (1) Notice of a meeting need not be given to any shareholder who signs a waiver of such notice, in person or by proxy,...
• Section 14a:5-6 - Action By Shareholders Without A Meeting.
  14A:5-6. Action by shareholders without a meeting. (1)Any action required or permitted to be taken at a meeting of shareholders by this act or...
• Section 14a:5-7 - Fixing Record Date
  14A:5-7. Fixing record date. (1) The bylaws may provide for fixing, or in the absence of such a provision the board may fix, in...
• Section 14a:5-8 - Voting List
  (1) The officer or agent having charge of the stock transfer books for shares of a corporation shall make a complete list of the...
• Section 14a:5-9 - Quorum Of Shareholders
  (1) Unless otherwise provided in the certificate of incorporation or this act, the holders of shares entitled to cast a majority of the votes...
• Section 14a:5-10 - Voting Of Shares
  Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, unless otherwise provided...
• Section 14a:5-11 - Votes Required
  (1) Whenever any action, other than the election of directors, is to be taken by vote of the shareholders, it shall be authorized by...
• Section 14a:5-12 - Greater Voting Requirements
  (1) The provisions of the certificate of incorporation shall control whenever, with respect to any action to be authorized by the shareholders of a...
• Section 14a:5-13 - Shares Owned Or Controlled By The Corporation Not Voted Or Counted
  A corporation holding its own shares shall not vote those shares at any meeting and those shares shall not be counted in determining the...
• Section 14a:5-14 - Shares Held By Another Corporation
  Shares standing in the name of another domestic or foreign corporation may be voted by any officer or agent, or by proxy appointed by...
• Section 14a:5-15 - Shares Held By Fiduciaries
  Shares held by any person in any representative or fiduciary capacity may be voted by him without a transfer of such shares into his...
• Section 14a:5-16 - Shares Held Jointly Or As Tenants In Common
  Shares held by two or more persons as joint tenants or as tenants in common may be voted at any meeting of the shareholders...
• Section 14a:5-17 - Voting Of Pledged Stock
  A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the...
• Section 14a:5-18 - When Redeemable Shares No Longer Entitled To Vote
  On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum...
• Section 14a:5-19 - Proxy Voting.
  14A:5-19. Proxy voting. (1)Every shareholder entitled to vote at a meeting of shareholders or to express consent without a meeting may authorize another person...
• Section 14a:5-20 - Voting Trust
  14A:5-20. (1) One or more shareholders of a corporation may confer upon a trustee or trustees the right to vote or otherwise represent his...
• Section 14a:5-21 - Agreements As To Voting; Provision In Certificate Of Incorporation As To Control Of Directors
  (1) An agreement between two or more shareholders, if in writing and signed by the parties thereto, may provide that in exercising any voting...
• Section 14a:5-22 - Infant Shareholders And Bondholders
  (1) A corporation may treat an infant who holds shares or bonds of such corporation as having capacity to receive and to empower others...
• Section 14a:5-23 - Voting Powers Of Bondholders; Right To Inspect
  The certificate of incorporation may confer upon the holders of bonds issued by the corporation the power to vote for the election of directors...
• Section 14a:5-24 - Elections Of Directors; Cumulative Voting.
  14A:5-24. Elections of directors; cumulative voting. (1)Elections of directors need not be by ballot unless a shareholder demands election by ballot at the election...
• Section 14a:5-25 - Selection Of Inspectors
  (1) Unless the by-laws otherwise provide, the board may, in advance of any shareholders' meeting, or of the tabulation of written consents of shareholders...
• Section 14a:5-26 - Duties Of Inspectors
  The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of...
• Section 14a:5-27 - Review Of Elections By Superior Court
  Any election by shareholders may be reviewed by the Superior Court in a summary manner, or otherwise, in an action brought by a shareholder...
• Section 14a:5-28 - Books And Records; Right Of Inspection
  (1) Each corporation shall keep books and records of account and minutes of the proceedings of its shareholders, board and executive committee, if any....
• Section 14a:5-29 - Preemptive Rights.
  14A:5-29. Preemptive rights. (1) The shareholders of corporations organized after January 1, 1969 shall not have preemptive rights unless the certificate of incorporation provides...
• Section 14a:5-30 - Liability Of Subscribers And Shareholders
  14A:5-30. Liability of subscribers and shareholders. (1) A holder of or subscriber for shares of a corporation shall be under no obligation to the...
• Section 14a:6-1 - Board Of Directors
  14A:6-1. Board of directors. (1) The business and affairs of a corporation shall be managed by or under the direction of its board, except...
• Section 14a:6-2 - Number Of Directors
  The board of directors of a corporation shall consist of one or more members. Subject to any provisions contained in the certificate of incorporation,...
• Section 14a:6-3 - Term Of Directors; Resignation.
  14A:6-3. Term of directors; resignation. (1)The directors named in the certificate of incorporation shall hold office until the first annual meeting of shareholders, and...
• Section 14a:6-4 - Classification Of Directors; Restriction Of Right To Choose Directors
  (1) A corporation may provide in its certificate of incorporation for the classification of its directors in respect to the time for which they...
• Section 14a:6-5 - Vacancies And Newly Created Directorships
  (1) Unless otherwise provided in the certificate of incorporation or the by-laws, any directorship not filled at the annual meeting, any vacancy, however caused,...
• Section 14a:6-6 - Removal Of Directors
  (1) One or more or all the directors of a corporation may be removed for cause or, unless otherwise provided in the certificate of...
• Section 14a:6-7.1 - Directors' Voting; Quorum Of Board Of Directors And Committees; Action Of Board And Committees; Action Of Directors Without A Meeting
  (1) Each director shall have one vote at meetings of the board or at meetings of board committees unless the certificate of incorporation provides...
• Section 14a:6-8 - Director Conflicts Of Interest
  (1) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any domestic or...
• Section 14a:6-9 - Executive Committee; Other Committees
  (1) If the certificate of incorporation or the by-laws so provide, the board, by resolution adopted by a majority of the entire board, may...
• Section 14a:6-10 - Place And Notice Of Directors' Meetings
  (1) Meetings of the board may be held either within or without this State, unless otherwise provided by the certificate of incorporation or the...
• Section 14a:6-11 - Loans To Directors, Officers Or Employees
  A corporation may lend money to, or guarantee any obligation of, or otherwise assist, any director, officer or employee of the corporation or of...
• Section 14a:6-12 - Liability Of Directors In Certain Cases
  (1) In addition to any other liabilities imposed by law upon directors of a corporation, directors who vote for, or concur in, any of...
• Section 14a:6-13 - Liability Of Directors; Presumption Of Assent To Action Taken At A Meeting
  A director of a corporation who is present at a meeting of its board, or any committee thereof of which he is a member,...
• Section 14a:6-14 - Liability Of Directors; Reliance On Records And Reports
  Liability of directors; reliance on records and reports. (1) Directors and members of any committee designated by the board shall discharge their duties in...
• Section 14a:6-15 - Officers
  (1) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, one...
• Section 14a:6-16 - Removal And Resignation Of Officers; Filling Of Vacancies
  (1) Any officer elected by the board may be removed by the board with or without cause. An officer elected by the shareholders may...
• Section 14a:6-17 - Bonds; Facsimile Signatures And Seals
  The seal of the corporation and any or all signatures of the officers or other agents of the corporation upon a bond and any...
• Section 14a:7-1 - Authorized Shares
  (1) Each corporation shall have power to create and issue the number of shares stated in its certificate of incorporation. Such shares may consist...
• Section 14a:7-2 - Issuance Of Shares In Classes And Series; Board Action
  (1) The division of shares into classes and into series within any class or classes, the determination of the designation and the number of...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 14a:7-10 - Expenses Of Organization, Reorganization And Financing
  The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting...
• Section 14a:7-11 - Certificates Representing Shares
  (1) The shares of a corporation shall be represented by certificates or, in accordance with subsection 14A:7-11(6), shall be uncertificated shares. Certificates shall be...
• Section 14a:7-12 - Transfer Of Shares And Restrictions On Transfer
  (1) The shares of a corporation shall be personal property and shall be transferable in accordance with the provisions of Chapter 8 of the...
• Section 14a:7-13 - Issuance Of Fractional Shares Or Scrip
  Unless otherwise provided in its certificate of incorporation, a corporation may, but shall not be obliged to, issue fractions of a share and certificates...
• Section 14a:7-14.1 - Limitations On Distributions To Shareholders
  (1) "Distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation...
• Section 14a:7-15 - Authority To Pay Dividends
  (1) Subject to any restrictions contained in the certificate of incorporation and to the provisions of section 14A:7-14.1, a corporation may, from time to...
• Section 14a:7-15.1 - Share Dividends, Share Divisions And Combinations
  14A:7-15.1. Share dividends, share divisions and combinations. (1) A corporation may effect a share dividend or a division or combination of its shares in...
• Section 14a:7-16 - Acquisitions Of A Corporation's Own Shares
  14A:7-16. Acquisitions of a corporation's own shares. (1) Subject to the provisions of section 14A:7-14.1, a corporation may acquire its own shares. (2) (Deleted...
• Section 14a:7-18 - Cancellation Of Reacquired Shares
  14A:7-18. Cancellation of reacquired shares. (1) When shares of a corporation are reacquired by purchase, by redemption or by their conversion into other shares...
• Section 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...
• Section 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...
• Section 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 long as may be desirable for the complete administration of...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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,...
• Section 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...
• Section 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...
• Section 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,...
• Section 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...
• Section 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,...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 14a:11-9 - Judgment In Action To Determine Fair Value
  (1) A judgment for the payment of the fair value of shares shall be payable upon surrender to the corporation of the certificate or...
• Section 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...
• Section 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...
• Section 14a:12-1 - Methods Of Dissolution
  (1) A corporation may be dissolved in any one of the following ways (a) By the filing of a certificate of dissolution pursuant to...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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,...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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,...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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.
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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....
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 14a:14-13 - Liens By Legal Process
  (1) Every lien against the property of a corporation shall be void if (a) such lien is obtained by attachment, judgment, levy or other...
• Section 14a:14-14 - Preferences
  (1) For the purposes of this chapter, a preference arises when (a) a corporation which, while insolvent, and within four months of the commencement...
• Section 14a:14-15 - Notice To Creditors
  (1) The receiver shall, within 30 days following the date of his appointment, give notice requiring all creditors to present their claims in writing....
• Section 14a:14-16 - Claims; Presentation; Approval Or Rejection
  Creditors shall, if required by the receiver, submit themselves to examination by him and produce before him such records and proof relating to their...
• Section 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...
• Section 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...
• Section 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....
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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....
• Section 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...
• Section 14a:16-4 - Effective Date
  This act shall take effect on January 1, 1969. L.1968, c.350.
• Section 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...
• Section 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.
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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 services in...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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 Corporation Act of New Jersey. (b)...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 14a:18-2 - Formation Of Benefit Corporation.
  2.A benefit corporation shall be formed in accordance with chapter 2 of Title 14A of the New Jersey Statutes, except that its certificate of...
• Section 14a:18-3 - Certain Corporations May Become Benefit Corporations.
  3. a. A corporation organized under the provisions of the "New Jersey Business Corporation Act," N.J.S.14A:1-1 et seq., may become a benefit corporation under...
• Section 14a:18-4 - Termination Of Status As Benefit Corporation.
  4. a. A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this act by amending its...
• Section 14a:18-5 - Purpose Of Benefit Corporation.
  5. a. Every benefit corporation shall have the purpose of creating a general public benefit. This purpose is in addition to, and may be...
• Section 14a:18-6 - Consideration Of Effects Of Action.
  6. a. The board of directors, committees of the board and individual directors of a benefit corporation, in considering the best interests of the...
• Section 14a:18-7 - "Benefit Director."
  7. a. The board of directors of a benefit corporation shall include one director who shall be designated the "benefit director" and shall have,...
• Section 14a:18-8 - Actions Of Officers.
  8. a. Each officer of a benefit corporation shall consider the interests and factors described in subsection a. of section 6 of this act...
• Section 14a:18-9 - "Benefit Officer."
  9.A benefit corporation may have an officer designated the "benefit officer" who shall have authority and shall perform duties in the management of the...
• Section 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,...
• Section 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...

Last modified: October 11, 2016