New Jersey Revised Statutes Title 15a - Corporations, Nonprofit

• Section 15a:1-1 - Short Title; Purposes; Rules Of Construction; Variation
  a. This title shall be known and may be cited as the "New Jersey Nonprofit Corporation Act." b. This title shall be liberally construed...
• Section 15a:1-2 - Definitions
  As used in this title: a. "Act" means the "New Jersey Nonprofit Corporation Act" ; b. "Board" means the board of trustees or the...
• Section 15a:1-3 - Application Of Act
  a. This act shall apply to: (1) every corporation which is organized under this act; (2) every corporation without capital stock which was organized...
• Section 15a:1-4 - Certain Corporations Organized Under Other Acts; Reincorporation Or Conversion
  a. Any corporation not having capital stock which has been organized by any special act of the Legislature for any of the purposes for...
• Section 15a:1-5 - Authorization To Corporations Which Could Be Or Are Organized Under Title 16 Of The Revised Statutes To Adopt Provisions Of This Act Without Reincorporation
  a. Any corporation organized for any purpose for which corporations may be incorporated under Title 16 of the Revised Statutes which is not organized...
• Section 15a:1-6 - 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  This act may be supplemented, altered, amended or repealed by the Legislature and every corporation, domestic or foreign, to which this act applies shall...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 15a:1-7 - Execution, Filing And Recording Of Documents
  a. If a document relating to a domestic or foreign corporation is required or permitted to be filed in the office of the Secretary...
• Section 15a:1-8 - 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 15a:1-9 - Notices; Computation Of Time; Effect Of Postage Class Used
  a. In computing the period of time for the giving of any notice required or permitted by this act, or by a certificate of...
• Section 15a:1-10 - Certificates And Certified Copies
  a. Upon request of any person, the Secretary of State shall furnish certified copies of documents filed in the office of the Secretary of...
• Section 15a:2-1 - Purposes
  a. A corporation may be organized under this act for any lawful purpose other than for pecuniary profit including, without being limited to, any...
• Section 15a:2-2 - Corporate Name Of Domestic Or Foreign Corporation
  a. The corporate name of a domestic corporation or of a foreign corporation authorized to transact business in this State: (1) Shall not contain...
• Section 15a:2-3 - Use Of Name Other Than Actual Corporate Name
  a. No domestic corporation, or foreign corporation which conducts activities in this State within the meaning of section 15A:13-3 shall conduct any activities in...
• Section 15a:2-4 - Reserved Name
  a. The exclusive right to the use of a corporate name may be reserved upon compliance with the provisions of this section. b. The...
• Section 15a:2-5 - Registered Name
  a. Any foreign corporation may register its corporate name under this act, provided its corporate name is available for use under section 15A:2-2. b....
• Section 15a:2-6 - Renewal Of Registered Name
  A corporation which has a registration of its corporate name in effect may renew the registration by annually filing in the office of the...
• Section 15a:2-7 - Incorporators
  a. Subject to the provisions of subsection d. of this section, one or more individuals, corporations, foreign corporations or corporate entities may act as...
• Section 15a:2-8 - Certificate Of Incorporation
  15A:2-8. Certificate of incorporation. a. The certificate of incorporation shall set forth: (1) The name of the corporation; (2) The purpose or purposes for...
• Section 15a:2-9 - Organization Meeting Of Board Of Trustees
  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 15a:2-10 - Bylaws; Making And Altering
  a. The initial bylaws of a corporation shall be adopted by the board at its organization meeting. Thereafter, the board shall have the power...
• Section 15a:2-11 - Bylaws And Other Powers In Emergency
  a. The board of a corporation may adopt emergency bylaws, subject to repeal or change by action of the members, which shall, notwithstanding any...
• Section 15a:2-12 - Chapter Organizations
  a. Any corporation to which this act is applicable pursuant to paragraph (1), (2) or (3) of subsection a. of section 15A:1-3 may provide...
• Section 15a:3-1 - General Powers
  a. Each corporation, subject to any limitations provided in this act or other statute of this State, or in its certificate of incorporation or...
• Section 15a: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 because...
• Section 15a:3-3 - Contributions By Corporations
  a. Any corporation, unless otherwise provided in its certificate of incorporation or bylaws, and subject to the purposes specified in its certificate of incorporation,...
• Section 15a:3-4 - Indemnification Of Trustees, Officers And Employees
  15A:3-4. Indemnification of trustees, officers and employees. a. As used in this section: (1) "Corporate agent" means any person who is or was a...
• Section 15a:3-5 - Provisions Relating To Actions In The Right Of A Corporation
  a. No action shall be brought in this State by a member in the right of a domestic or foreign corporation unless the plaintiff...
• Section 15a:3a-1 - Definitions Relative To Criminal History Background Checks For Employees, Volunteers Of Youth Serving Organizations.
  1.As used in this act: "Criminal history record background check" means a determination of whether a person has a criminal record by cross-referencing that...
• Section 15a:3a-2 - Youth Serving Organization Request For Criminal Background Check; Costs.
  2. a. A nonprofit youth serving organization may request, through the department, that the State Bureau of Identification in the Division of State Police...
• Section 15a:3a-3 - Conditions Under Which Person Is Disqualified From Service.
  3.Except as provided in P.L.2009, c.139 (C.2C:7-22 et al.), a person may be disqualified from serving as an employee or volunteer of a nonprofit...
• Section 15a:3a-4 - Submissions, Exchange Of Background Check Information.
  4. a. Prospective or current employees and volunteers of nonprofit youth serving organizations shall submit their name, address, fingerprints and written consent to the...
• Section 15a:3a-5 - Rules, Regulations.
  5.The Attorney General, pursuant to the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.), shall adopt rules and regulations to effectuate the purposes of...
• Section 15a:4-1 - Registered Office And Registered Agent
  a. Every corporation organized under this title and every foreign corporation authorized to conduct activities in this State shall continuously maintain a registered office...
• Section 15a:4-2 - Function Of Registered Agent And Office; Service Of Process, Notice Or Demand
  a. Every registered agent shall be an agent of the corporation which has appointed the agent, upon whom process against the corporation may be...
• Section 15a:4-3 - Change Of Registered Office Or Registered Agent
  15A:4-3. Change of Registered Office or Registered Agent. a. A domestic corporation or a foreign corporation authorized to conduct activities in this State may...
• Section 15a:4-4 - Resignation Of Registered Agent
  a. The registered agent of a domestic corporation or a foreign corporation authorized to conduct activities in this State may resign by complying with...
• Section 15a:4-5 - Annual Report To Secretary Of State
  15A:4-5. Annual Report to Secretary of State. a. Every domestic corporation and every foreign corporation authorized to conduct activities in this State shall file...
• Section 15a:5-1 - Place Of Members' Meetings
  Meetings of members of every corporation organized under this title may, unless otherwise provided by law, be held at a place, within or without...
• Section 15a:5-2 - Annual Or Biennial Meeting Of Members
  a. If the certificate of incorporation or bylaws or other applicable law provides that some or all of the trustees shall be elected by...
• Section 15a:5-3 - Special Meetings Of Members
  Special meetings of the members may be called by the president or the board, or by any other officers, trustees or members as may...
• Section 15a:5-4 - Notice Of Members' Meetings
  a. Except as otherwise provided in this act, written notice of the time, place and purposes of every meeting of members shall be given...
• Section 15a:5-5 - Waiver Of Notice Or Of Lapse Of Time
  a. Notice of a meeting need not be given to any member who signs a waiver of the notice, in person or by proxy,...
• Section 15a:5-6 - Action By Members Without A Meeting
  a. Except as otherwise provided in the certificate of incorporation or bylaws, any action required or permitted to be taken at a meeting of...
• Section 15a:5-7 - Fixing Record Date
  a. The bylaws may provide for fixing, or in the absence of such a provision, the board may fix, in advance, a date as...
• Section 15a:5-8 - Voting List
  a. The officer or agent having charge of the membership record books for a corporation shall make and certify a complete list of the...
• Section 15a:5-9 - Quorum Of Members
  a. Unless otherwise provided in the certificate of incorporation, the bylaws, or this act, the members entitled to cast a majority of the votes...
• Section 15a:5-10 - Voting By Members
  The right of the members or any class or classes of members to vote may be limited, enlarged or denied to the extent specified...
• Section 15a:5-11 - Votes Required
  a. Whenever any action, other than the election of trustees is to be taken by vote of the members, it shall be authorized by...
• Section 15a:5-12 - Greater Or Lesser Voting Requirements
  a. Whenever any action is to be authorized by the members of a corporation and the certificate of incorporation or the bylaws require the...
• Section 15a:5-13 - Memberships Held Or Controlled By The Corporation Not Voted Or Counted
  If the corporation holds interests or memberships which entitle it to cast the plurality of the votes required for the election of directors of...
• Section 15a:5-14 - Memberships Held By Another Corporation
  Memberships standing in the name of another domestic or foreign corporation may be voted by any officer or agent, or by proxy appointed by...
• Section 15a:5-15 - Memberships Held By Fiduciaries
  Memberships held by any person in any representative or fiduciary capacity may be voted by that person without a transfer of the membership into...
• Section 15a:5-16 - Memberships Held Jointly Or As Tenants In Common
  Membership held by two or more persons as joint tenants or as in common may be voted at any meeting of the members by...
• Section 15a:5-17 - Voting Of Pledged Memberships
  A member whose membership interest is pledged shall be entitled to vote the membership until the membership has been transferred into the name of...
• Section 15a:5-18 - Proxy Voting
  a. Unless otherwise provided in the certificate of incorporation or bylaws, every member entitled to vote at a meeting of members or to express...
• Section 15a:5-19 - Agreements As To Voting; Provision In Certificate Of Incorporation As To Control Of Trustees
  a. An agreement between two or more members, if in writing and signed by the parties thereto, may provide that in exercising any voting...
• Section 15a:5-20 - Elections Of Trustees; Cumulative Voting
  a. Elections of trustees need not be by ballot unless a member demands election by ballot at the election and before the voting begins....
• Section 15a:5-21 - Selection Of Inspectors
  a. Unless the bylaws otherwise provide, the board may, in advance of a members' meeting, appoint one or more inspectors to act at the...
• Section 15a:5-22 - Duties Of Inspectors
  The inspectors shall determine the number of memberships outstanding and the voting power of each, the members represented at the meeting, the existence of...
• Section 15a:5-23 - Review Of Elections By Superior Court
  Any election by members may be reviewed by the Superior Court in a summary manner, or otherwise, in an action brought by a member...
• Section 15a:5-24 - Books And Records; Right Of Inspection
  a. Each corporation shall keep books and records of account and minutes of the proceedings of its members and board and executive committee, if...
• Section 15a:5-25 - Liabilities Of Members
  a. The members of a nonprofit corporation shall not be personally liable for the debts, liabilities or obligations of the corporation. b. A member...
• Section 15a:6-1 - Board Of Trustees
  The activities of a corporation shall be managed by its board, except as in this act or in its certificate of incorporation otherwise provided....
• Section 15a:6-2 - Number Of Trustees
  The number of trustees of a corporation shall be not less than three. Subject to any provisions contained in the certificate of incorporation, the...
• Section 15a:6-3 - Term Of Trustees
  a. If the certificate of incorporation or the bylaws or any other applicable law provides that the trustees shall be elected by the members,...
• Section 15a:6-4 - Classification Of Trustees; Restriction Of Right To Choose Trustees
  a. As to trustees to be elected by the members or by the board of trustees, a corporation may provide in its certificate of...
• Section 15a:6-5 - Vacancies And Newly Created Trusteeships
  a. Unless otherwise provided in the certificate of incorporation or the bylaws, any trusteeship not filled at the annual or biennial meeting and any...
• Section 15a:6-6 - Removal Of Trustees
  a. If the certificate of incorporation or the bylaws or any other applicable law provides for the election of trustees by the members, one...
• Section 15a:6-7 - Quorum Of Board Of Trustees And Committees; Vote Required; Action Of Trustees Without A Meeting
  a. A majority of the entire board, or of any committee thereof, shall constitute a quorum for the transaction of business, unless the certificate...
• Section 15a:6-8 - Effect Of Common Trusteeships And Trustees' Personal Interest
  a. No contract or other transaction between a corporation and one or more of its trustees, or between a corporation and any domestic or...
• Section 15a:6-9 - Executive Committee; Other Committees
  a. If the certificate of incorporation or the bylaws so provide, the board, by resolution adopted by a majority of the entire board, may...
• Section 15a:6-10 - Place And Notice Of Trustees' Meetings
  a. Meetings of the board may be held either within or without this State, unless otherwise provided by the certificate of incorporation or the...
• Section 15a:6-11 - Loans To Officers Or Employees
  A corporation may lend money to, or guarantee any obligation of, or otherwise assist, any officer or other employee of the corporation or of...
• Section 15a:6-12 - Liability Of Trustees In Certain Cases
  a. In addition to any other liabilities imposed by law upon trustees of a corporation, trustees who vote for, or concur in, any of...
• Section 15a:6-13 - Liability Of Trustees; Presumption Of Assent To Action Taken At A Meeting
  A trustee who is present at a meeting of the board, or any committee thereof of which the trustee is a member, at which...
• Section 15a:6-14 - Standard Of Care; Liability Of Trustees; Reliance On Corporate Records
  15A:6-14. Standard of care; liability of trustees; reliance on corporate records. Trustees and members of any committee designated by the board shall discharge their...
• Section 15a:6-15 - Officers
  a. The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, an...
• Section 15a:6-16 - Removal And Resignation Of Officers; Filling Of Vacancies
  a. Any officer elected or appointed by the board may be removed by the board with or without cause. An officer elected by the...
• Section 15a:6-17 - Bonds; Facsimile Signatures And Seals
  The seal of the corporation, if any, and any or all signatures of the officers or other agents of the corporation upon a bond...
• Section 15a:7-1 - Certificates Or Other Written Evidence Of Membership
  a. Memberships in a corporation may be, but need not be, represented by certificates or other written evidence of membership. Unless the certificate of...
• Section 15a:7-2 - Restrictions On Transfer Of Memberships
  a. Memberships of a corporation shall be personal property and, unless otherwise provided in the certificate of incorporation or bylaws, are not transferable and...
• Section 15a:8-1 - Employee Benefit Plans
  a. A corporation may, in the manner prescribed in section 15A:8-2, establish and carry out wholly or partly at its expense, any one or...
• Section 15a:8-2 - Formulation Of Plans
  The board alone, by affirmative vote of a majority of the entire board, may adopt any plan described in section 15A:8-1 and may include...
• Section 15a:8-3 - Amendment Or Termination Of Plans
  Unless otherwise provided in the plan, the board may amend or terminate any plan described in section 15A:8-1. An amendment or termination of any...
• Section 15a:8-4 - Trust Funds For Employees; Creation; Maintenance And Administration
  Any domestic or foreign corporation which adopts a plan described in section 15A:8-1 may establish one or more trust funds of the property contributed...
• Section 15a:8-5 - 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 15a:9-1 - Amendment Of Certificate Of Incorporation
  a. A corporation may amend its certificate of incorporation from time to time in any and as many respects as may be desired as...
• Section 15a:9-2 - Procedure To Amend Certificate Of Incorporation
  a. Before the organization meeting of the board of trustees, the incorporators may amend the certificate of incorporation by complying with subsection a. of...
• Section 15a:9-3 - Class Voting On Amendments
  Notwithstanding any provision in the certificate of incorporation, the members of a class, with or without voting rights, whose voting or other rights or...
• Section 15a:9-4 - Certificate Of Amendment
  a. If the amendment is made as provided by subsection a. of section 15A:9-2, a certificate of amendment shall, subject to subsection c. of...
• Section 15a:9-5 - Restated Certificate Of Incorporation
  a. A corporation may restate and integrate in a single certificate the provisions of its certificate of incorporation as theretofore amended, including any provision...
• Section 15a:9-6 - Abandonment Of Amendment Or Restated Certificate
  Prior to the effective date of an amendment of a certificate of incorporation or of a restated certificate for which the approval of members...
• Section 15a:10-1 - Procedure For Merger
  a. Any two or more domestic corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner...
• Section 15a:10-2 - Procedure For Consolidation
  a. Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided...
• Section 15a:10-3 - Approval By Corporation Not Having Members Entitled To Vote
  When a corporation is without members entitled to vote thereon, a merger or consolidation shall be approved upon receipt of the affirmative vote of...
• Section 15a:10-4 - Approval By Members
  a. Where a corporation has members entitled to vote thereon, the board shall approve the plan of merger or plan of consolidation and direct...
• Section 15a:10-5 - Certificate Of Merger Or Consolidation
  a. After approval of the plan of merger or consolidation, a certificate of merger or a certificate of consolidation shall be executed on behalf...
• Section 15a: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 15a:10-7 - Merger Or Consolidation Of Domestic And Foreign Corporations
  a. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner: (1) Each domestic...
• Section 15a: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 15a:10-9 - Acquisition Of Shares Or Assets
  Nothing contained in this chapter shall limit the right of any corporation to acquire all or some of the shares or the assets of...
• Section 15a:10-10 - Sale Or Other Disposition Of Assets In Regular Course Of Activities 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 15a:10-11 - Sale Or Other Disposition Of Assets Other Than In Regular Course Of Activities
  a. A sale, lease, exchange, or other disposition of all, or substantially all, the assets of a corporation, if not in the usual and...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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;...
• Section 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...
• Section 15a:14-2 - Jurisdiction Of The Superior Court; Appointment Of Receiver
  a. A receivership action may be brought in the Superior Court by: (1) a creditor whose claim is for a sum certain or for...
• Section 15a: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 15a:14-4 - Title To Corporate Property And Franchises
  a. Upon appointment, the receiver shall become vested with the title to all the property of the corporation, of every nature, including its franchises....
• Section 15a:14-5 - Powers Of Receivers; General
  Subject to the general supervision of the Superior Court and pursuant to specific order where appropriate, a receiver may: a. take into possession all...
• Section 15a:14-6 - Powers Of Receiver; Contempt Of Court
  If any person summoned to be examined pursuant to section 15A:14-5 shall refuse to be sworn, or to affirm, or to testify, or to...
• Section 15a: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 the appointment, subject to one or more...
• Section 15a:14-8 - Rights Of Debtors; Setoff; Counterclaim
  a. In all cases of mutual debts or mutual credits between the corporation and a creditor, the account shall be stated and one debt...
• Section 15a:14-9 - Payment Or Delivery To Corporation
  a. After the commencement of a receivership action, but before the appointment of a receiver, a debtor of the corporation may make payment to...
• Section 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...
• Section 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...
• Section 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....
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 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...
• Section 15a: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 15a: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 15a: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 services, costs and expenses in the receivership...
• Section 15a:14-21 - Distribution Of Assets; Priorities
  a. After payment of all allowances, expenses and costs, and, subject to the laws of the United States and to subsection c. of this...
• Section 15a:14-22 - Judgment Of Dissolution
  After distribution of the corporation's assets as provided in section 15A:14-21, the Superior Court may make a judgment dissolving the corporation and declaring its...
• Section 15a:14-23 - Reorganization Under Act Of Congress; "Plan Of Reorganization" Defined
  As used in sections 15A:14-24 and 15A:14-25, "plan of reorganization" means a plan of corporate reorganization which has been ordered or confirmed by a...
• Section 15a:14-24 - Reorganization Under Act Of Congress; Implementation Of Plan Of Reorganization
  a. A corporation shall have the power to do any act required or permitted by a plan of reorganization in order to put the...
• Section 15a:14-25 - 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 15a:14-26 - Reorganization Under Act Of Congress; Powers And Duties Of State Instrumentalities
  Nothing contained in sections 15A:14-24 and 15A:14-25 shall be construed to abrogate, limit or restrict the powers and duties over any corporation imposed or...
• Section 15a:15-1 - Filing Fees Of The State Treasurer
  15A:15-1. Filing Fees of the State Treasurer. On filing any certificate or other papers relative to corporations in the Department of the Treasury, there...
• Section 15a:15-2 - Additional Miscellaneous Fees
  15A:15-2. Additional Miscellaneous Fees. The State Treasurer shall also charge and collect for: a.filing an application to reserve a specified corporate name and issuing...
• Section 15a:16-1 - Acts Saved From Repeal.
  15A:16-1.The following are saved from repeal: R.S.15:1-6 is saved from repeal. This section deals with specially incorporated boards of trade; R.S.15:1-23 is saved from...
• Section 15a:16-2 - Acts Repealed
  The following are repealed: R.S. 15:1-1 to R.S. 15:1-5 inclusive; R.S. 15:1-7 to R.S. 15:1-14.1 inclusive; R.S. 15:1-16 to R.S. 15:1-22 inclusive; R.S. 15:2-1...

Last modified: October 11, 2016