17:12B-264 - Power to create, issue capital stock; provision for authorized but unissued stock; certificate of amendment
17:12B-264. Power to create, issue capital stock; provision for authorized but unissued stock; certificate of amendment
35. a. Each capital stock association shall have power to create and issue the number of shares of capital stock stated in its certificate of incorporation. Such shares may consist of one class or may be divided into two or more classes and any class may be divided into one or more series. Each class and series may have such designation and such relative dividend, liquidation and other rights, preferences and limitations as shall be stated in the certificate of incorporation, except that all shares of the same class shall be either without par value or shall have the same par value. Each class and series shall be designated so as to distinguish its shares from every other class and series.
b.A capital stock association may, in its original or amended certificate of incorporation, make provision for authorized but unissued stock. Such stock may, with the approval of the commissioner as hereinafter provided, be issued for such purposes, in addition to the purposes expressly authorized by law, and for such consideration as the board of directors may determine. So long as such stock remains unissued, it shall not constitute capital stock for the purposes of P.L.1963, c.144 (C.17:12B-1 et seq.).
c.Prior to the time when authorized or unissued shares are issued by a capital stock association, a certificate of amendment made by two officers of the capital stock association, one of whom shall be the president or a vice-president, shall be filed in the Department of Banking and Insurance. The certificate of amendment shall state (1) the amount of the authorized but unissued stock which will be issued; (2) the consideration which will be received by the capital stock association on the issuance of such stock; (3) the date upon which the stock will be issued; and (4) the amount of the capital stock association's capital stock which will be outstanding, and the amount of its surplus after giving effect to such issue. A filing shall be deemed approved on the 30th day after receipt by the commissioner, unless approved or disapproved earlier by the commissioner in writing. Upon approval pursuant to this section, the certificate of incorporation shall thereupon be amended as set forth in the certificate of amendment. The commissioner may disapprove a filing if the commissioner finds that the issuance of the stock will be in violation of law or contrary to the public interest or that the capital stock association's original or amended certificate of incorporation does not provide for authorized but unissued stock. A certificate filed in the department pursuant to this section shall be deemed for all purposes to be an amendment of the capital stock association's certificate of incorporation with the same effect as if it had been authorized, executed, approved and filed in the department pursuant to article 19 of P.L.1963, c.144 (C.17:12B-1 et seq.).
L.1974,c.137,s.35; amended 2000, c.69, s.14.