54:50-14 - Certificates, various; Secretary of State's duties
54:50-14. Certificates, various; Secretary of State's duties
3. The Secretary of State shall not:
a. accept for filing a certificate of dissolution of a domestic corporation;
b. issue a certificate of withdrawal of a foreign corporation, unless such withdrawal is effected by its merger or consolidation into a domestic corporation or a foreign corporation authorized to transact business in this State;
c. accept for filing a certificate of merger or consolidation of a domestic corporation into a foreign corporation not authorized to transact business in this State; or
d. accept for filing a certificate of merger or consolidation of any business entity into any other business entity other than a domestic business entity or a foreign business entity authorized to transact business in this State;
unless the business entity files with the Secretary of State a certificate issued by the Director of the Division of Taxation dated not earlier than 45 days prior to the effective date of the business entity action evidencing that the business entity's taxes have been paid or provided for.
L.1973,c.367,s.3; amended 1995, c.279, s.24; 1997, c.139, s.24.
54:50-15.Issuance of tax certificate
4. The Director of the Division of Taxation shall, upon application, issue a certificate evidencing that a business entity's taxes have been paid or provided for if:
a. In his judgment the amount which has been deposited or paid on account by the business entity is adequate to cover estimated taxes up to the date of the relevant business entity action; or
b. In a case in which the action taken or proposed to be taken is one of the exceptions specified in paragraph (1) or (2) of subsection b. of section 2 of P.L.1973, c.367 (C.54:50-13), the application for such certificate is accompanied by
(1) An opinion signed by an attorney-at-law of the State of New Jersey, who states that he is familiar with the facts of the transaction and that the requirements for such exception have been met and
(2) The written undertaking of the corporation or corporations assuming the tax liability; or
c. The application for such certificate is accompanied by
(1) A written undertaking from another business entity authorized to transact business in this State, to pay all taxes of the applicant business entity on or before the date such taxes are payable and
(2) A certification that the business entity making such undertaking has a net worth or capital, as the case may be, not less than 10 times the amount of all taxes paid by the applicant business entity during the last complete year in which it filed tax returns with the State of New Jersey.
The Director of the Division of Taxation shall be entitled to receive as a fee for the issuance of such certificate the sum of $25.00.
L.1973,c.367,s.4; amended 1987,c.76,s.14; 1995,c.279,s.25.
54:50-16.Required evidence
5. The Director of the Division of Taxation may require, as a condition of issuing a certificate evidencing that a business entity's taxes have been paid or provided for, evidence by affidavit or otherwise that any foreign business entity not qualified to transact business in this State, which is a party to the transaction causing the business entity to seek such a certificate, has paid all taxes, if any, owing by it.
L.1973,c.367,s.5; amended 1995,c.279,s.26.
54:50-17.Undertaking, certification executed under oath
6. Any written undertaking or certificate to be filed by a business entity with the Director of the Division of Taxation as provided in P.L.1973, c.367 (C.54:50-12 et seq.) shall be executed under oath on its behalf by its president, vice president, treasurer, partner, member or manager.
L.1973,c.367,s.6; amended 1995,c.279,s.27.
54:50-18.Personal liability for violations or false certification
7. Any officer, director, partner, member or manager of a business entity who is instrumental in a business entity violating section 2 of P.L.1973, c.367 (C.54:50-13), or in a business entity filing any certification under paragraph (2) of subsection c. of section 4 of P.L.1973, c.367 (C.54:50-15) which is materially false, shall be personally liable for payment of the business entity's taxes, if such taxes are not paid by the taxpayer business entity, or by the business entity which has undertaken to pay them, when due and payable. The amount of such personal liability shall be recoverable by the State in any court of competent jurisdiction and the Director of the Division of Taxation shall have such additional remedies for the enforcement of such personal liability as may be available under any law of this State.
L.1973, c.367, s.7; amended 1995,c.279,s.28.