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Terms Used In New Jersey Statutes 15A:12-2

  • 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.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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. A corporation may be dissolved by action of its incorporators when there has been no organization meeting of the board, or by the board if there has been an organization meeting, if the corporation:

(1) has not commenced activities;

(2) has no debts or other liabilities; and

(3) has no assets or if it had assets, has distributed them according to a plan pursuant to section 15:12-8 less any part of the assets disbursed for expenses.

b. The dissolution of a corporation shall be effected when a majority of the incorporators or trustees execute and file in the office of the Secretary of State an original and a copy of a certificate of dissolution stating:

(1) the name of the corporation;

(2) the name of the registered agent of the corporation;

(3) the location of the registered office of the corporation;

(4) the names of the incorporators and trustees constituting the first board;

(5) that the corporation has not commenced activities and has no debts or other liabilities;

(6) that the corporation has no assets or if it had assets, has distributed them according to a plan pursuant to section 15A:12-8, less any part of the assets disbursed for expenses; and

(7) that a majority of the incorporators or trustees has elected that the corporation be dissolved.

c. The Secretary of State shall accept for filing a certificate of dissolution pursuant to the provisions of this section without payment of a filing fee and shall make the name of the corporation available immediately for corporate use upon the filing of a certificate of dissolution pursuant to the provisions of this section. The Secretary of State shall forward the copy to the Attorney General.

L.1983, c. 127, s. 15A:12-2, eff. Oct. 1, 1983.

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