Terms Used In New Jersey Statutes 14A:12-5.1

  • 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
(1) A corporation shall not be dissolved when the period of duration stated in its certificate of incorporation expires until a certificate of dissolution executed on its behalf has been filed in the office of the Secretary of State. Upon written demand to the corporation by any shareholder, a corporation whose duration has expired shall, within 60 days of such demand, file a certificate of dissolution in the office of the Secretary of State unless within such time it amends its certificate of incorporation to extend its duration, as provided in section 14A:9-1(2)(c).

(2) A certificate of dissolution filed pursuant to this section shall set forth

(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 the corporation’s directors and officers; and

(e) the fact that the corporation is dissolved because of expiration of the period of duration stated in its certificate of incorporation.

L.1973, c. 366, s. 66, eff. May 1, 1974.

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