N.J. Stat. tit. 15A, ch. 10

N.J. Stat. tit. 15A, ch. 10
in effect

N.J. Stat. § 15A:10-1 Procedure for merger

a. Any two or more domestic corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided in this act. b. The board of each corporation shall approve a plan of merger setting forth: (1) the names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation; (2) the terms and conditions of the proposed merger, including a statement of any amendments in the certificate of incorporation of the surviving corporation to be affected by the merger; (3) the manner and basis of converting the membership of each corporation, in whole or in part, into memberships or obligations of the surviving corporation, or into cash or other property; (4) Any other provisions with respect to the proposed merger as are deemed necessary or desirable. L.1983, c. 127, s. 15A:10-1, eff. Oct. 1, 1983.

N.J. Stat. § 15A:10-2 Procedure for consolidation

a. Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this act. b. The board of each corporation shall approve a plan of consolidation setting forth: (1) the names of corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation; (2) the terms and conditions of the proposed consolidation; (3) the manner and basis of converting the memberships of each corporation, in whole or in part, into memberships or obligations of the new corporation or into cash or other property; (4) with respect to the new corporation, all of the statements required to be set forth in the certificate of incorporation for corporations organized under this act, except that it shall not be necessary to set forth the name and address of each incorporator; and (5) any other provisions with respect to the proposed consolidation as are deemed necessary or desirable. L.1983, c. 127, s. 15A:10-2, eff. Oct. 1, 1983.

N.J. Stat. § 15A:10-3 Approval by corporation not having members entitled to vote

When a corporation is without members entitled to vote thereon, a merger or consolidation shall be approved upon receipt of the affirmative vote of two-thirds of the trustees present at a meeting called for the purpose of considering and voting upon the proposed merger or consolidation, unless a greater number is fixed by the certificate of incorporation or the bylaws. L.1983, c. 127, s. 15A:10-3, eff. Oct. 1, 1983.

N.J. Stat. § 15A:10-4 Approval by members

a. Where a corporation has members entitled to vote thereon, the board shall approve the plan of merger or plan of consolidation and direct that the plan be submitted to a vote at a meeting of members. Written notice shall be given not less than 20 nor more than 60 days before the meeting to each member of record entitled to vote at that meeting, in the manner provided in this act for the giving of notice of meetings of members. The notice shall include, or shall be accompanied by, a copy or a summary of the plan of merger or consolidation. b. At the meeting, a vote of the members entitled to vote shall be taken on the proposed plan of merger or consolidation. The plan shall be approved upon receiving the affirmative vote of two-thirds of the votes cast by the members entitled to vote thereon, and, in addition, if any class is entitled to vote thereon as a class, the affirmative vote of two-thirds of the votes cast in each class vote. Any class of members of any corporation shall be entitled to vote as a class if the plan of merger or consolidation, as the case may be, contains any provision which, if contained in a proposed amendment to the certificate of incorporation, would entitle the class of members to vote as a class, unless the provision is one which could be adopted by the board without member approval. The voting requirements of this section shall be subject to such greater or lesser requirements as are adopted pursuant to section 15A:5-12. L.1983, c. 127, s. 15A:10-4, eff. Oct. 1, 1983.

N.J. Stat. § 15A:10-5 Certificate of merger or consolidation

a. After approval of the plan of merger or consolidation, a certificate of merger or a certificate of consolidation shall be executed on behalf of each corporation. The certificate shall set forth: (1) the name of each corporation which is a party to the merger or consolidation and, with respect to each, whether or not it has members entitled to vote on the merger or consolidation; (2) the plan of merger or the plan of consolidation; (3) as to each corporation without members entitled to vote thereon: (a) that the plan of merger or plan of consolidation was approved by the board of trustees of the corporation, and (b) the number of trustees and either the number of votes cast for and against the plan of merger or plan of consolidation and the number of trustees present at the meeting or that the plan of merger or plan of consolidation was adopted by the unanimous written consent of the trustees without a meeting; (4) as to each corporation having members entitled to vote thereon: (a) the number of members entitled to vote on such plan, (b) if the members of any class are entitled to vote thereon as a class, the designation and number of members entitled to vote thereon of each class, (c) either the number of votes for and against such plan, respectively, if the members of any class are entitled to vote as a class, the number of votes of each class voted for and against such plan, respectively, and the number of members present at the meeting or that the plan of merger or plan of consolidation was adopted by the unanimous written consent of the members without a meeting; (5) if, pursuant to subsection b. of this section, the merger is to become effective at a time subsequent to the date of filing with the Secretary of State, the date when the merger is to become effective. b. The executed original and a copy of the certificate shall be filed in the office of the Secretary of State and the merger or consolidation shall become effective upon the date of the filing or at a later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:10-5, eff. Oct. 1, 1983.

N.J. Stat. § 15A:10-6 Effect of merger or consolidation

When a merger or consolidation has become effective: a. The parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation; b. The separate existence of all parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease; c. The surviving or new corporation shall, to the extent consistent with its certificate of incorporation as amended or established by the merger or consolidation, possess all the rights, privileges, prerogatives, powers, immunities, purposes and franchises, both public and private, of each of the merging or consolidating corporations; d. All real property and personal property, tangible and intangible, of every kind and description, belonging to each of the corporations so merged or consolidated shall be vested in the surviving or new corporation without further act or deed, and the title to any real estate or any interest therein, vested in any of the corporations shall not revert or be in any way impaired by reason of the merger or consolidation, but the real and personal property shall be and remain subject to any trusts on which it may have been theretofore held; e. The surviving or new corporation shall assume, carry and discharge and shall be liable for all the obligations and liabilities of each of the corporations so merged or consolidated, and any claim existing or action or proceeding pending by or against any of the corporations may be enforced as if the merger or consolidation had not taken place, and neither the rights of creditors nor any liens upon, or security interests in, the property of any of the corporations shall be impaired by the merger or consolidation; f. In the case of a merger, the certificate of incorporation of the surviving corporation shall, without further act or deed, be amended to the extent, if any, stated in the plan of merger, and, in the case of a consolidation, the statements set forth in the certificate of consolidation and which are required or permitted to be set forth in the certificate of incorporation of corporations organized under this act shall be the certificate of incorporation of the new corporation; g. The corporate entity of each corporation combined by merger or consolidation shall be continued for the sole purpose of enabling it to receive any devise made for its benefit and intended for its use and purposes as if the merger or consolidation had not been effected; the trustees of the surviving corporation or the new corporation shall for this purpose be deemed the trustees of each corporation merged or consolidated, and upon the receipt of the devise or the proceeds thereof, title to the property shall vest in the surviving or new corporation subject to any trust or other condition imposed in relation thereto. L.1983, c. 127, s. 15A:10-6, eff. Oct. 1, 1983.

N.J. Stat. § 15A:10-7 Merger or consolidation of domestic and foreign corporations

a. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner: (1) Each domestic corporation shall comply with the provisions of this act with respect to the merger or consolidation of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the jurisdiction under which it is organized; (2) The certificate of merger or consolidation required by section 15A:10-5 shall be executed on behalf of each domestic corporation and each foreign corporation and, in addition to the information required by subsection a. of section 15A:10-5, shall set forth that the applicable provisions of the laws of the jurisdiction under which each foreign corporation was organized have been, or upon compliance with filing and recording requirements will have been, complied with; (3) If the surviving or new corporation is to be a foreign corporation and is to conduct activities in this State, it shall comply with the provisions of this act with respect to foreign corporations, and, whether or not it is to conduct activities in this State, the certificate of merger or consolidation required by section 15A:10-5 shall, in addition to other required information, set forth: (a) an agreement by the foreign corporation that it may be served with process in this State in any proceeding for the enforcement of any obligation of any domestic corporation or any foreign corporation, previously amenable to suit in this State, which is a party to the merger or consolidation, and (b) an irrevocable appointment by the foreign corporation of the Secretary of State of this State as its agent to accept service of process in any proceeding, and the post office address, within or without this State, to which the Secretary of State shall mail a copy of the process in the proceeding. b. If the surviving or new corporation is a domestic corporation, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations. If the surviving or new corporation is a foreign corporation, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except as the laws of the jurisdiction of incorporation of the foreign corporation shall provide otherwise. L.1983, c. 127, s. 15A:10-7, eff. Oct. 1, 1983.

N.J. Stat. § 15A:10-8 Abandonment of merger or consolidation

Prior to the time when a merger or consolidation authorized by this chapter shall become effective, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. If a certificate of merger or consolidation has been filed in the office of the Secretary of State prior to the abandonment, an original and a copy of a certificate of abandonment shall be filed in the office of the Secretary of State. The certificate shall be executed on behalf of each corporation which is a party to the plan of merger or consolidation, unless the plan permits abandonment by less than all of the corporations, in which event the certificate may be executed on behalf of the corporation or corporations exercising the right to abandon. The certificate shall state that the merger or consolidation has been abandoned in accordance with the provisions therefor set forth in the plan of merger or consolidation. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:10-8, eff. Oct. 1, 1983.

N.J. Stat. § 15A:10-9 Acquisition of shares or assets

Nothing contained in this chapter shall limit the right of any corporation to acquire all or some of the shares or the assets of another domestic corporation, foreign corporation or corporate entity. The certificate of incorporation or bylaws may contain provisions which restrict or limit a corporation as to the acquisition of shares or assets. L.1983, c. 127, s. 15A:10-9, eff. Oct. 1, 1983.

N.J. Stat. § 15A:10-10 Sale or other disposition of assets in regular course of activities and mortgage or pledge of assets

The sale, lease, exchange, or other disposition of all, or substantially all, the assets of a corporation in the usual and regular course of its activities as conducted by the corporation, and the mortgage or pledge of any or all the assets of a corporation whether or not in the usual and regular course of activities as conducted by the corporation, may be made upon terms and conditions and for a consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds or other securities of any domestic corporation, foreign corporation, or any corporate business entity as shall be authorized by its board. Unless otherwise provided in the certificate of incorporation or bylaws, no approval of the members shall be required. L.1983, c. 127, s. 15A:10-10, eff. Oct. 1, 1983.

N.J. Stat. § 15A:10-11 Sale or other disposition of assets other than in regular course of activities

a. A sale, lease, exchange, or other disposition of all, or substantially all, the assets of a corporation, if not in the usual and regular course of its activities as conducted by the corporation, may be made upon terms and conditions and for a consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds or other securities of any corporation, domestic or foreign, or any corporate business entity as may be authorized in the following manner: (1) If the corporation is without members entitled to vote thereon, the board shall adopt a resolution authorizing the sale, lease, exchange, or other disposition by a vote of not less than two-thirds of the trustees present. (2) If the corporation has members entitled to vote thereon: (a) The board shall recommend such sale, lease, exchange, or other disposition and direct that it be submitted to a vote at a meeting of members; (b) Written notice shall be given not less than 20 nor more than 60 days before the meeting to each member of record, whether or not entitled to vote at the meeting, in the manner provided in this act for the giving of notice of meetings of members, and the notice shall include, or shall be accompanied by a statement summarizing the principal terms of the proposed transaction; (c) At the meeting the members may approve the sale, lease, exchange, or other disposition and may fix, or may authorize the board to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor; the sale, lease, exchange or other disposition shall be approved upon receiving the affirmative vote of two-thirds of the votes cast by the members entitled to vote thereon, and, if any class of shares is entitled to vote thereon as a class, the affirmative vote of two-thirds of the votes cast in each class vote; and the voting requirement of this paragraph shall be subject to such greater or lesser requirements as are adopted pursuant to section 15A:5-12. b. Notwithstanding the approval or authorization by the members, the board may abandon the sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action by the members. c. The sale, lease, exchange, or other disposition of all, or substantially all, the assets of one or more subsidiaries of a corporation, if not in the usual and regular course of activities as conducted by the subsidiary or subsidiaries, shall be treated as a disposition within the meaning of subsection a. of this section if the subsidiary or subsidiaries constitute all, or substantially all, the assets of the corporation. L.1983, c. 127, s. 15A:10-11, eff. Oct. 1, 1983.
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