14A:12-2 - Dissolution before commencing business
14A:12-2. Dissolution before commencing business
(1) 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, provided that the corporation
(a) Has not commenced business;
(b) Has not issued any shares;
(c) Has no debts or other liabilities; and
(d) Has received no payments on subscriptions for its shares, or, if it has received such payments, has returned them to those entitled thereto, less any part thereof disbursed for expenses.
(2) The dissolution of such a corporation shall be effected in the following manner: the sole incorporator or director, if there is only one, or both incorporators or directors, if there are only two, or a majority of the incorporators or directors, if there are more than two, shall execute and file in the office of the Secretary of State a certificate of dissolution stating
(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 incorporations and directors constituting the first board;
(e) That the corporation has not commenced business and has issued no shares, and has no debts or other liabilities;
(f) That the corporation has received no payments or subscriptions to its shares, or, if it has received such payments, that it has returned them to those entitled thereto, less any part thereof disbursed for expenses; and
(g) That the sole incorporator or director, if there is only one, or both incorporators or directors, if there are only two, or a majority of the incorporators or directors, if there are more than two, has or have elected that the corporation be dissolved.
(3) Notwithstanding the provisions of sections 14A:2-2 and 14A:15-2 and section 3 of P.L.1973, c. 367 (C. 54:50-14),
(a) The Secretary of State shall accept for filing a certificate of dissolution pursuant to the provisions of this section
(i) Without payment of any filing fee; and
(ii) Without the filing with him of the certificate of the Director of the Division of Taxation evidencing the payment, or provision for the payment, by the corporation of taxes, fees, penalties, and interest; and
(b) The name of the corporation shall be available immediately for corporate use upon the filing of a certificate of dissolution pursuant to the provisions of this section.
L.1968, c.350; amended by L.1973, c. 366, s. 65, eff. May 1, 1974; L.1979, c. 86, s. 4, eff. May 15, 1979.
14A:12-3.Dissolution without a meeting of shareholders
14A:12-3. Dissolution without a meeting of shareholders.
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.
14A:12-4.Dissolution pursuant to action of board and shareholders14A:12-4. Dissolution pursuant to action of board and shareholders.
(1) A corporation may be dissolved by action of its board and its shareholders as provided in this section.
(2) The board shall recommend that the corporation be dissolved, and direct that the question of dissolution be submitted to a vote at a meeting of shareholders.
(3) Written notice of the meeting shall be given not less than 10 nor more than 60 days before the meeting to each shareholder of record whether or not entitled to vote at such meeting in the manner provided in this act for the giving of notice of meetings of shareholders.
(4) At such meeting, a vote of the shareholders shall be taken on the proposed dissolution. Such dissolution shall be approved upon receiving the affirmative vote of a majority of the votes cast by the holders of shares of the corporation entitled to vote thereon, and, in addition, if any class or series is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote; except that, in the case of a corporation organized prior to the effective date of this act, the proposed dissolution shall be approved upon receiving the affirmative vote of two-thirds of the votes so cast. The voting requirements of this section shall be subject to such greater requirements as may be provided in the certificate of incorporation.
(5) Subject to the provisions of section 14A:5-12, a corporation organized prior to January 1, 1969 may adopt the majority voting requirements prescribed in subsection 14A:12-4(4) by an amendment of its certificate of incorporation adopted by the affirmative vote of two-thirds of the votes cast by the holders of shares entitled to vote thereon.
(6) If dissolution is approved as provided in this section, a certificate of dissolution shall be executed on behalf of the corporation and shall be filed in the office of the Secretary of State. The certificate 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;
(e) the text of the board resolution authorizing the dissolution;
(f) the date and place of the meeting of shareholders called to vote upon the dissolution;
(g) the number of outstanding shares of the corporation entitled to vote on the dissolution, and, if the shares of any class or series are entitled to vote as a class, the designation and number of outstanding shares of each such class and series; and
(h) the number of shares represented at the meeting, the number of shares voted for and voted against the dissolution, and, if the shares of any class or series are entitled to vote as a class, the number of shares of each such class and series voted for and voted against the dissolution.
L.1968, c.350; amended 1995,c.279,s.19.