N.J. Stat. tit. 54, ch. 11

in effect

N.J. Stat. § 54:11-1 Voiding charter of delinquent corporations; extension of time for payment

If a corporation created under any law of this State shall for 2 consecutive years fail to pay the State a tax which has been or shall be assessed against it under any law of this State and made payable into the State Treasury, the charter of such corporation shall be declared void as provided in section 54:11-2 of this Title, unless the Secretary of State shall, for good cause shown to him, give further time for the payment of such tax, in which case a certificate thereof shall be filed by the Secretary of State in the office of the Director of the Division of Taxation, stating the reasons therefor. Amended by L.1970, c. 282, s. 1, eff. Dec. 3, 1970.

N.J. Stat. § 54:11-2 Delinquents reported to secretary of state; proclamation voiding charter

On or before the first Monday in January in each year the Director of the Division of Taxation shall report to the Secretary of State a list of all corporations which for 2 years next preceding the report have failed to pay the taxes assessed against them under any law of this State as provided in section 54:11-1 of this Title. The Secretary of State shall forthwith issue his proclamation declaring under this Title and chapter, that the charters of these corporations are repealed, and all powers conferred by law upon them shall thereafter be inoperative and void. The proclamation of the Secretary of State shall be filed in his office. Amended by L.1970, c. 282, s. 2, eff. Dec. 3, 1970.

N.J. Stat. § 54:11-4 Reinstatement of charters voided by mistake

When the Secretary of State is satisfied that a corporation named in such a proclamation has not failed to pay such tax within 2 consecutive years or has been inadvertently reported to the Secretary of State by the Director of the Division of Taxation as having failed to pay the tax within such time, the Secretary of State may correct the mistake and make the same known by issuing his proclamation to that effect. Amended by L.1970, c. 282, s. 3, eff. Dec. 3, 1970.

N.J. Stat. § 54:11-5 Reinstatement upon payment of amount fixed; exceptions

If the charter of a corporation organized under any law of this State has or shall have become inoperative or void, by proclamation of the Secretary of State or by operation of law, for nonpayment of taxes, the Secretary of State, by and with the advice of the Attorney General, may, upon payment by the corporation to the Secretary of State of such sum in lieu of taxes and penalties as to them may seem reasonable, but in no case to be less than the fees required upon the filing of the original certificate of incorporation, permit the corporation to be reinstated and entitled to all its franchises and privileges. Upon such payment the Secretary of State shall issue his certificate entitling the corporation to continue its business and franchises. The provisions of this section shall not apply to any gas, electric light, telephone, telegraph, water, pipe line, railroad, street railway company, or other corporation having the right to use the public streets or to take and condemn lands in this State. Nothing in this section contained shall relieve any such corporation from the penalty of forfeiture of its franchises in case of failure to pay future taxes imposed under this subtitle or under any other law of this State. Amended by L.1970, c. 282, s. 4, eff. Dec. 3, 1970.

N.J. Stat. § 54:11-6 Action for appointment of a receiver

After a corporation of this State has failed for the space of 2 consecutive years to pay the taxes imposed upon it by law and the Director of the Division of Taxation has reported the corporation to the Secretary of State as provided in this chapter, the Attorney General may apply in an action against such corporation in the Superior Court for the appointment of a receiver, or otherwise. The court may proceed in the action in a summary manner or otherwise. Amended by L.1953, c. 51, p. 916, s. 119; L.1970, c. 282, s. 5, eff. Dec. 3, 1970.

N.J. Stat. § 54:11-7 Judgment for tax due; execution to issue

In an action pursuant to section 54:11-6 of this Title, the court shall ascertain the amount of taxes remaining due and unpaid by the corporation to this State and enter judgment for the amount so ascertained. Thereupon execution or other process shall issue for the collection thereof as upon other judgments. Amended by L.1953, c. 51, p. 916, s. 120.

N.J. Stat. § 54:11-8 Transfer of intangible corporate assets to receiver for sale

If no property which may be seized and sold on execution shall be found within this State sufficient to pay the judgment, the court shall further order and adjudge that the corporation shall, within ten days after the service of notice of such judgment upon an officer of the corporation upon whom service of process may be lawfully made, or such notice as the court shall direct, assign and transfer to the trustee or receiver appointed by the court, any chose in action, or any patent or patents, or any assignment of, or license under any patented invention or inventions owned by, leased or licensed to or controlled in whole or in part by such corporation, to be sold by the receiver or trustee for the satisfaction of the judgment. No injunctive relief theretofore given nor any forfeiture of the charter of the corporation shall be held to exempt it from compliance with the order and judgment of the court. If the corporation shall fail, within ten days after the service of notice of the judgment, to assign and transfer the same to such receiver or trustee for sale as aforesaid, the court shall appoint a trustee to make the assignment thereof, in the name and on behalf of the corporation, to the receiver or trustee appointed to make the sale. Amended by L.1953, c. 51, p. 917, s. 121.

N.J. Stat. § 54:11-9 Sale of intangible corporate assets; disposition of proceeds

After transfer to him of corporate assets as provided in section 54:11-8 of this title, the receiver or trustee shall, after such notice and in such manner as required for the sale under fieri facias of personal property, sell the same to the highest bidder, and, upon the payment of the purchase money, shall execute and deliver to the purchaser thereof an assignment and transfer of all the patents and interests of the corporation so sold. Such assignment or transfer shall vest in the purchaser a valid title to all the right, title and interest of the corporation therein. The proceeds of the sale shall be applied to the payment of the unpaid taxes, together with the costs of the proceedings.

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