New Jersey Statutes 15A:12-11. Dissolution in action brought by the Attorney General
Terms Used In New Jersey Statutes 15A:12-11
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
- 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.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- 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. The Attorney General may bring an action in the Superior Court for the dissolution of a corporation upon the ground that the corporation:
(1) Has procured its organization through fraudulent misrepresentation or concealment of a material fact;
(2) Has had its certificate of incorporation revoked under subsection c. of section 15A:4-5 (failure to file its annual report);
(3) Has conducted activities after the period of duration specified in its certificate of incorporation and has neither amended its certificate of incorporation to extend the period nor proceeded to liquidate and cease activities;
(4) Has repeatedly exceeded the authority conferred upon it by law;
(5) Has repeatedly conducted its business in an unlawful manner;
(6) Has misused or improperly failed to use its powers, privileges or franchises;
(7) Is insolvent;
(8) Has suspended its ordinary activities for lack of funds;
(9) Is conducting its activities in violation of its certificate of incorporation or, with respect to specific assets, in violation of any terms, conditions, or restrictions applicable to those assets imposed upon it;
(10) Is conducting its activities at a great loss and with great prejudice to the interests of its creditors or members; or
(11) Is conducting activities in a manner which is prejudicial to the public.
b. The Superior Court may proceed in the action in a summary manner or otherwise. Upon a showing by clear and convincing evidence of any cause set forth in subsection a. of this section, the court may declare the corporation dissolved and a copy of the order of the court may be filed in the office of the Secretary of State as evidence thereof.
c. The enumeration in subsection a. of this section of grounds for dissolution shall not exclude any other statutory or common law action by the Attorney General for the dissolution of a corporation or the revocation or forfeiture of its corporate franchises.
L.1983, c.127, s.15A:12-11, eff. Oct. 1, 1983; amended 1997, c.139, s.4.