N.J. Stat. tit. 15A, ch. 13

in effect

N.J. Stat. § 15A:13-1 Holding and conveying real estate

A foreign corporation shall have the same powers with respect to real property located in this State, or any interest therein, as a domestic corporation. L.1983, c. 127, s. 15A:13-1, eff. Oct. 1, 1983.

N.J. Stat. § 15A:13-2 Application of act to foreign corporations

a. Foreign corporations which were duly authorized to conduct activities in this State prior to January 1, 1969, and which did not thereafter withdraw from this State and which remain so authorized on the effective date of this act, for a purpose or purposes for which a corporation might secure authority under this act, are deemed to be authorized to conduct activities under this act and shall be entitled to all the rights and privileges applicable to foreign corporations procuring certificates of authority to transact business in this State under this act; and from the time this act takes effect those corporations shall be subject to all the duties, restrictions, penalties and liabilities prescribed herein for foreign corporations procuring certificates of authority to transact business in this State under this act. b. A foreign corporation which receives a certificate of authority under this act shall, until a certificate of revocation or of withdrawal is issued as provided in this act, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which the certificate of authority is issued; and, except as in this act otherwise provided, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character. c. A foreign corporation which conducts activities in this State without a certificate of authority under this act shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a foreign corporation procuring a certificate of authority. L.1983, c. 127, s. 15A:13-2, eff. Oct. 1, 1983.

N.J. Stat. § 15A:13-3 Admission of foreign corporation

a. A foreign corporation shall not have the right to conduct activities in this State until it shall have procured a certificate of authority so to do from the Secretary of State. The preceding sentence shall not be operative until 90 days after the effective date of this act. A foreign corporation may be authorized to conduct in this State any activities which may be done lawfully in this State by a domestic corporation, to the extent that it is authorized to conduct those activities in the jurisdiction of its incorporation, but no other activities. b. Without excluding other activities which may not constitute conducting activities in this State, a foreign corporation shall not be considered to be conducting activities in this State, for the purposes of this act, by reason of carrying on in this State any one or more of the following activities: (1) Maintaining, defending or otherwise participating in any action or proceeding, whether judicial, administrative, arbitrative or otherwise, or effecting the settlement thereof or the settlement of claims or disputes; (2) Holding meetings of its trustees or members; (3) Maintaining bank accounts or borrowing money, with or without security, even if the borrowings are repeated and continuous transactions and even if the security has a situs in this State; (4) Maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositories with relation to its securities. c. The specification in subsection b. of this section does not establish a standard for activities which may subject a foreign corporation to service of process or taxation in this State. L.1983, c. 127, s. 15A:13-3, eff. Oct. 1, 1983.

N.J. Stat. § 15A:13-4 Application for certificate of authority

a. To procure a certificate of authority to conduct activities in this State, a foreign corporation shall file in the office of the Secretary of State an original and a copy of an application executed on behalf of the corporation setting forth: (1) The name of the corporation and the jurisdiction of its incorporation; (2) The date of incorporation and the period of duration of the corporation; (3) The address of the main office or headquarters of the corporation; (4) The address of the registered office of the corporation in this State, and the name of its registered agent in this State at that address, together with a statement that the registered agent is an agent of the corporation upon whom process against the corporation may be served; and (5) The character of the activities it is to conduct in this State, together with a statement that it is authorized to conduct those activities in the jurisdiction of its incorporation. b. Attached to the application shall be a certificate setting forth that the corporation is in good standing under the laws of the jurisdiction of its incorporation, executed by the official of that jurisdiction who has custody of the records pertaining to corporations and dated not earlier than 30 days prior to the filing of the application. If the certificate is in a foreign language, a translation thereof under oath of the translator shall be attached thereto. c. Upon the filing of the original and the copy of the application, the Secretary of State shall forward the copy to the Attorney General and shall issue to the foreign corporation a certificate of authority to conduct activities in this State. L.1983, c. 127, s. 15A:13-4, eff. Oct. 1, 1983.

N.J. Stat. § 15A:13-5 Effect of certificate of authority

Upon the issuance of a certificate of authority by the Secretary of State, the foreign corporation shall be authorized to conduct in this State any activities of the character set forth in its application. The authority shall continue so long as it retains authority to conduct those activities in the jurisdiction of its incorporation and its authority to conduct activities in this State has not been surrendered or revoked. L.1983, c. 127, s. 15A:13-5, eff. Oct. 1, 1983.

N.J. Stat. § 15A:13-6 Amended certificate of authority

a. A foreign corporation authorized to conduct activities in this State shall procure an amended certificate of authority in the event it desires to change its corporate name, or to enlarge, limit or otherwise change the character of the activities which it proposes to conduct in this State, by making application therefor to the Secretary of State. b. The requirements in respect to the form and contents of the application, the manner of its execution, the filing thereof in the office of the Secretary of State, the issuance of an amended certificate of authority and the effect thereof, shall be the same as in the case of an original application for a certificate of authority. L.1983, c. 127, s. 15A:13-6, eff. Oct. 1, 1983.

N.J. Stat. § 15A:13-7 Change of name by foreign corporation

Whenever a foreign corporation which is authorized to conduct activities in this State shall change its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of the corporation shall be suspended and the corporation shall not thereafter conduct any activities in this State until it has changed its name to a name which is available to it under the laws of this State or has otherwise complied with the provisions of this act. L.1983, c. 127, s. 15A:13-7, eff. Oct. 1, 1983.

N.J. Stat. § 15A:13-8 Withdrawal of foreign corporation

a. A foreign corporation authorized to conduct activities in this State may withdraw from this State upon procuring from the Secretary of State a certificate of withdrawal. In order to procure a certificate of withdrawal, the foreign corporation shall file in the office of the Secretary of State an original and a copy of an application for withdrawal, executed on behalf of the corporation, setting forth: (1) the name of the corporation and the jurisdiction of its incorporation; (2) that the corporation is not conducting activities in this State; (3) that the corporation surrenders its authority to conduct activities in this State; and (4) a post-office or street address within or without this State to which the Secretary of State may mail a copy of any process against the corporation that may be served on the Secretary of State. b. Upon the filing of the original and the copy of an application for withdrawal, the Secretary of State shall forward the copy to the Attorney General and shall issue to the corporation a certificate of withdrawal, whereupon: (1) the authority of the corporation to conduct activities in this State shall cease; (2) the authority of its registered agent in this State to accept service of any process against the corporation shall be deemed revoked; (3) the corporation shall be deemed to have irrevocably consented that service of process in any action or proceeding based upon any liability or obligation incurred by it within this State before the issuance of the certificate of withdrawal may thereafter be made on the corporation by service thereof on the Secretary of State or the person designated by the Secretary of State; and (4) the Secretary of State shall be charged with the duties and shall be entitled to receive fees with respect to any process which may be served hereunder on the Secretary of State or the chief clerk of the office of the Secretary of State, as is provided in N.J.S. 2A:15-26 to 2A:15-30. c. The post-office address specified in paragraph (4) of subsection a. of this section may be changed from time to time by filing in the office of the Secretary of State an original and a copy of a certificate executed on behalf of the corporation setting forth: (1) the name of the foreign corporation; (2) the jurisdiction of its incorporation; (3) the date of the issuance of its certificate of withdrawal by the Secretary of State; and (4) the changed post-office address. The Secretary of State shall forward the copy of the certificate to the Attorney General. L.1983, c. 127, s. 15A:13-8, eff. Oct. 1, 1983.

N.J. Stat. § 15A:13-9 Termination of existence of foreign corporation

a. When a foreign corporation authorized to conduct business in this State is dissolved, or its authority or existence is otherwise terminated or cancelled in the jurisdiction of its incorporation, or it is merged into or consolidated with another corporation, there shall be filed in the office of the Secretary of State: (1) a certificate of the official of the jurisdiction of incorporation of the foreign corporation who has custody of the records pertaining to corporations, attesting to the occurrence of the event; or (2) a certified copy of an order or decree of a court of competent jurisdiction directing the dissolution of the foreign corporation, the termination of its existence, or the cancellation of its authority, together with a statement executed on behalf of the corporation of the post-office address within or without this State to which the Secretary of State may mail a copy of any process against the corporation that may be served on the Secretary of State. b. Upon the filing of the certificate, order or decree and the statement of the post-office address, the Secretary of State shall issue a certificate of withdrawal with like effect as provided in subsection b. of section 15A:13-8 and shall notify the Attorney General of the action. c. The post-office address specified in subsection a. of this section may be changed from time to time in the same manner as is provided in subsection c. of section 15A:13-8. L.1983, c. 127, s. 15A:13-9, eff. Oct. 1, 1983.

N.J. Stat. § 15A:13-10 Revocation of certificate of authority; issuance of certificate of revocation

a. In addition to any other ground for revocation provided by law, the certificate of authority of a foreign corporation to conduct activities in this State may be revoked by the Secretary of State upon the conditions prescribed in this section when: (1) The corporation has failed to apply for an amended certificate of authority within 90 days after it was required to do so under this act; or (2) The corporation has failed to maintain a registered agent in this State as required by this act; or (3) The corporation has failed, after change of its registered office or registered agent to file in the office of the Secretary of State a statement of the change as required by this act. b. A certificate of authority of a foreign corporation shall not be revoked by the Secretary of State unless: (1) The Secretary of State has given the corporation not less than 90 days' notice that the default exists and that its certificate of authority will be revoked unless the default is cured within 90 days after the mailing of the notice; and (2) The corporation shall fail prior to revocation to cure the default. The notice shall be sent by certified mail to the corporation at its registered office in this State and at its main office or headquarters as those offices are on record in the office of the Secretary of State. c. Upon revoking any certificate of authority the Secretary of State shall issue a certificate of revocation and shall mail a copy to the corporation at each of the addresses designated in subsection b. of this section and shall forward a copy to the Attorney General. d. The issuance of the certificate of revocation shall have the same force and effect as the issuance of a certificate of withdrawal under subsection b. of section 15A:13-8. L.1983, c. 127, s. 15A:13-10, eff. Oct. 1, 1983.

N.J. Stat. § 15A:13-11 Conducting activities without certificate of authority

a. A foreign corporation conducting activities in this State without a certificate of authority shall not maintain any action or proceeding in any court of this State, until the corporation obtains a certificate of authority. This prohibition shall apply to: (1) Any successor in interest of the foreign corporation, except any receiver, trustee in bankruptcy or other representative of creditors of the corporation; and (2) Any assignee of the foreign corporation, except an assignee for value who accepts an assignment without knowledge that the foreign corporation should have but has not obtained a certificate of authority in this State. b. The failure of a foreign corporation to obtain a certificate of authority to conduct activities in this State shall not impair the validity of any contract or act of the corporation, and shall not prevent the corporation from defending any action or proceeding in any court of this State. c. In addition to any other liabilities imposed by law, a foreign corporation which conducts activities in this State without a certificate of authority shall forfeit to the State a penalty of not less than $200.00, nor more than $1,000.00 for each calendar year from and after the effective date of this act in which it shall have conducted activities in this State without a certificate of authority, provided that the number of years for which a penalty may be forfeited shall not exceed five. The penalty shall be recovered with costs in an action prosecuted by the Attorney General. The court may proceed in the action in a summary manner or otherwise. d. The prohibitions of this section shall not be operative until 90 days after the effective date of this act. L.1983, c. 127, s. 15A:13-11, eff. Oct. 1, 1983.

N.J. Stat. § 15A:13-12 Injunction against foreign corporation

a. The Attorney General may bring an action in the Superior Court in the name of the State to enjoin a foreign corporation from conducting activities in this State: (1) Without having first obtained a certificate of authority pursuant to this chapter; (2) Of a character not set forth in its application for a certificate of authority or for an amended certificate of authority; (3) After its authority to conduct activities in this State has been surrendered or revoked; (4) After it is dissolved or its authority or existence is otherwise terminated or canceled in the jurisdiction of its incorporation; (5) If it has procured its organization certificate of authority through fraudulent misrepresentation or concealment of a material fact; (6) If it has repeatedly exceeded the authority conferred upon it by law; (7) If it has repeatedly conducted its business in an unlawful manner; (8) If it has misused or failed to use its powers, privileges or franchises; (9) If it is insolvent; (10) If it is conducting its activities in violation of its certificate of incorporation or its application for certificate of authority, or, with respect to specific assets, in violation of any restrictions applicable to those assets imposed upon it; (11) If it is conducting its activities at a great loss and with great prejudice to the interests of its creditors or members; or (12) If it is conducting activities in a manner which is prejudicial to the public. b. The Superior Court may proceed in the action in a summary manner or otherwise. Upon a showing by clear and convincing evidence of any cause set forth in subsection a. of section 15A:12-11, the court may declare the corporation's certificate of authority revoked and a copy of the order of the court shall be filed in the office of the Secretary of State as evidence thereof, but the failure to file the order with the Secretary of State shall not affect the enforceability of the order. c. The provisions of this section shall not exclude any other ground provided by law for injunctive relief against a foreign corporation to restrain it from the exercise of any franchise or the conducting of any activities within this State. L.1983, c. 127, s. 15A:13-12, eff. Oct. 1, 1983.

N.J. Stat. § 15A:13-13 Vesting of title to real property upon merger or consolidation of foreign corporations

a. As used in this section: (1) "Surviving foreign corporation" means a foreign corporation into which one or more other foreign corporations have merged; (2) "New foreign corporation" means a foreign corporation formed by the consolidation of two or more other foreign corporations; (3) "Certificate of merger" means the instrument, by whatever name it is called, filed or issued under any statute to merge one or more foreign corporations into a new foreign corporation; (4) "Certificate of consolidation" means the instrument, by whatever name it is called, filed or issued under any statute to consolidate two or more foreign corporations into a new foreign corporation; (5) "Certified copy" , when used with reference to a certificate of merger or a certificate of consolidation, means a copy of the certificate of merger or of the certificate of consolidation, as the case may be, which was filed in or issued by the jurisdiction of the surviving corporation, as the case may be, to make the merger or consolidation effective, certified by the official of the jurisdiction having custody of its records pertaining to corporations. b. Whenever a foreign corporation merges into or consolidates with another foreign corporation, and a certified copy of the certificate of merger or certificate of consolidation, as the case may be, is filed in the office of the Secretary of State of New Jersey, all real property in New Jersey and all interests therein, owned by each of the merging or consolidating foreign corporations, shall be deemed to vest in the surviving foreign corporation or the new foreign corporation, as the case may be, upon the effective date of the merger or consolidation, without further act or deed. The merger or consolidation shall be valid and effectual to vest title to the real property and interests therein in the surviving foreign corporation or the new foreign corporation, as the case may be, as fully and completely as if regularly conveyed to it by deed. c. The provisions of this section shall apply to every merger and to every consolidation of foreign corporations which become effective before the effective date of this act, as well as to every merger and every consolidation of foreign corporations which shall become effective after the effective date of this act, whether the certified copy of the certificate of merger or of the certificate of consolidation, as the case may be, was filed in the office of the Secretary of State of New Jersey before the effective date of this act or shall be filed thereafter. In the case of mergers or consolidations of foreign corporations which became effective before the effective date of this act, the title of each surviving foreign corporation and of each new foreign corporation to all real property in New Jersey and to all interests in real property in New Jersey which at the time of the merger or consolidation was owned by each foreign corporation which was a party to the merger or consolidation is hereby confirmed and made valid and effectual, provided a certified copy of the certificate of merger or of the certificate of consolidation, as the case may be, is filed in the office of the Secretary of State of New Jersey. L.1983, c. 127, s. 15A:13-13, eff. Oct. 1, 1983.

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