New Jersey Statutes 15A:10-7. Merger or consolidation of domestic and foreign corporations
Terms Used In New Jersey Statutes 15A:10-7
- 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.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Service of process: The service of writs or summonses to the appropriate party.
- 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) Each domestic corporation shall comply with the provisions of this act with respect to the merger or consolidation of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the jurisdiction under which it is organized;
(2) The certificate of merger or consolidation required by section 15A:10-5 shall be executed on behalf of each domestic corporation and each foreign corporation and, in addition to the information required by subsection a. of section 15A:10-5, shall set forth that the applicable provisions of the laws of the jurisdiction under which each foreign corporation was organized have been, or upon compliance with filing and recording requirements will have been, complied with;
(3) If the surviving or new corporation is to be a foreign corporation and is to conduct activities in this State, it shall comply with the provisions of this act with respect to foreign corporations, and, whether or not it is to conduct activities in this State, the certificate of merger or consolidation required by section 15A:10-5 shall, in addition to other required information, set forth:
(a) an agreement by the foreign corporation that it may be served with process in this State in any proceeding for the enforcement of any obligation of any domestic corporation or any foreign corporation, previously amenable to suit in this State, which is a party to the merger or consolidation, and
(b) an irrevocable appointment by the foreign corporation of the Secretary of State of this State as its agent to accept service of process in any proceeding, and the post office address, within or without this State, to which the Secretary of State shall mail a copy of the process in the proceeding.
b. If the surviving or new corporation is a domestic corporation, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations. If the surviving or new corporation is a foreign corporation, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except as the laws of the jurisdiction of incorporation of the foreign corporation shall provide otherwise.
L.1983, c. 127, s. 15A:10-7, eff. Oct. 1, 1983.