New Jersey Statutes 14A:12-3. Dissolution without a meeting of shareholders
Terms Used In New Jersey Statutes 14A:12-3
- 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
A corporation may be dissolved by the consent of all its shareholders entitled to vote thereon. Notice of dissolution pursuant to this section shall be provided to all shareholders not entitled to vote thereon, not less than 10 nor more than 60 days before the filing of the certificate of dissolution, in the manner provided in this act for the giving of notice of meetings of shareholders. To effect such dissolution, all shareholders entitled to vote thereon shall sign and file in the office of the Secretary of State a certificate of dissolution which shall state
(a) the name of the corporation;
(b) the name of the registered agent of the corporation;
(c) the location of the registered office of the corporation;
(d) the names of its directors and officers;
(e) that the corporation is dissolved; and
(f) that the certificate has been signed in person or by proxy by all the shareholders of the corporation entitled to vote thereon.
L.1968, c.350; amended 1995,c.279,s.18.