New Jersey Statutes 14A:12-1. Methods of dissolution
Terms Used In New Jersey Statutes 14A:12-1
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- State: extends to and includes any State, territory or possession of the United States, the District of Columbia and the Canal Zone. See New Jersey Statutes 1:1-2
- Statute: A law passed by a legislature.
(a) By the filing of a certificate of dissolution pursuant to section 14A:12-5.1 upon expiration of any period of duration stated in the corporation’s certificate of incorporation;
(b) By action of the incorporators or directors pursuant to section 14A:12-2;
(c) By action of the shareholders pursuant to section 14A:12-3;
(d) By action of the board and the shareholders pursuant to section 14A:12-4;
(e) By action of a shareholder or shareholders pursuant to section 14A:12-5;
(f) By a judgment of the Superior Court in an action brought pursuant to section 14A:12-6 or 14A:12-7, or otherwise;
(g) Automatically by a proclamation of the Secretary of State repealing or revoking a certificate of incorporation for nonpayment of taxes or for failure to file annual reports;
(h) By action of a corporation without assets pursuant to section 14A:12-4.1
(2) A corporation which has been dissolved in a proceeding pursuant to section 14A:12-6 or 14A:12-7, or which has been dissolved, or whose charter has been forfeited or revoked, for a cause or by a method not mentioned in this section, shall be subject to all the provisions of this Chapter and of Chapter 14, to the extent that such provisions are compatible with a court directed dissolution, or with the statute or common-law proceeding pursuant to which such dissolution, forfeiture or revocation is effected.
L.1968, c.350; amended 1973,c.366,s.64; 1988,c.94,s.67.