Terms Used In New Jersey Statutes 14A:12-10

  • 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.
  • person: includes corporations, companies, associations, societies, firms, partnerships and joint stock companies as well as individuals, unless restricted by the context to an individual as distinguished from a corporate entity or specifically restricted to one or some of the above enumerated synonyms and, when used to designate the owner of property which may be the subject of an offense, includes this State, the United States, any other State of the United States as defined infra and any foreign country or government lawfully owning or possessing property within this State. See New Jersey Statutes 1:1-2
  • 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
(1) Dissolution proceedings commenced pursuant to sections 14A:12-3, 14A:12-4 or 14A:12-5 may be revoked at any time within 60 days after the effective time of dissolution, as determined pursuant to section 14A:12-8, provided that no distribution of corporate assets has been made to the shareholders and no proceeding pursuant to section 14A:12-15 is pending, by filing in the office of the Secretary of State a certificate of revocation signed, in person or by proxy, by all of the shareholders, stating that revocation is effective pursuant to subsection 14A:12-10(1) and that all the shareholders of the corporation have signed the certificate, in person or by proxy.

(2) Dissolution proceedings commenced pursuant to sections 14A:12-3 or 14A:12-4 may also be revoked at any time within 60 days after the effective time of dissolution, as determined pursuant to section 14A:12-8, provided that no distribution of corporate assets has been made to the shareholders and no proceeding pursuant to section 14A:12-15 is pending, in the following manner:

(a) The board of directors shall call a meeting of shareholders to vote upon the question of revocation of the dissolution proceedings. In connection with such meeting, the shareholders shall be given the same notice, and the revocation shall be approved by the same vote, as that required by section 14A:12-4 for the approval of dissolution.

(b) A certificate of revocation, stating

(i) that dissolution is revoked pursuant to subsection 14A:12-10(2), and

(ii) the matters required by subsection 14A:12-4(6)

shall be executed on behalf of the corporation and shall be filed in the office of the Secretary of State.

L.1968, c.350; amended by L.1969, c. 102, s. 14.

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