N.J. Stat. tit. 14A, ch. 13

in effect

N.J. Stat. § 14A:13-1 Holding and conveying real estate

A corporation organized under laws other than the laws of this State, whether or not constituting a foreign corporation as defined in this act, shall have the same powers with respect to real property located in this State, or any interest therein, as a domestic corporation. L.1968, c.350.

N.J. Stat. § 14A:13-2 Application of act to foreign corporations

(1) Foreign corporations which are duly authorized to transact business in this State on the effective date of this act, for a purpose or purposes for which a corporation might secure such authority under this act, 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 such 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. (2) 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 such 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. (3) A foreign corporation which transacts business 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 such certificate of authority. L.1968, c.350.

N.J. Stat. § 14A:13-3 Admission of foreign corporation

(1) No foreign corporation shall have the right to transact business in this State until it shall have procured a certificate of authority so to do from the Secretary of State. A foreign corporation may be authorized to do in this State any business which may be done lawfully in this State by a domestic corporation, to the extent that it is authorized to do such business in the jurisdiction of its incorporation, but no other business. (2) Without excluding other activities which may not constitute transacting business in this State, a foreign corporation shall not be considered to be transacting business 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 (a) 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; (b) holding meetings of its directors or shareholders; (c) maintaining bank accounts or borrowing money, with or without security, even if such borrowings are repeated and continuous transactions and even if such security has a situs in this State; (d) maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities. (3) The specification in subsection 14A:13-3(2) does not establish a standard for activities which may subject a foreign corporation to service of process or taxation in this State. L.1968, c.350.

N.J. Stat. § 14A:13-4 Application for certificate of authority

(1) To procure a certificate of authority to transact business in this State, a foreign corporation shall file in the office of the Secretary of State an application executed on behalf of the corporation setting forth (a) the name of the corporation and the jurisdiction of its incorporation; (b) the date of incorporation and the period of duration of the corporation; (c) the address of the main business or headquarters office of the corporation; (d) the address of the registered office of the corporation in this State, and the name of its registered agent in this State at such 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 (e) the character of the business it is to transact in this State, together with a statement that it is authorized to transact such business in the jurisdiction of its incorporation. (2) Attached to the application shall be a certificate setting forth that such corporation is in good standing under the laws of the jurisdiction of its incorporation, executed by the official of such 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 such certificate is in a foreign language, a translation thereof under oath of the translator shall be attached thereto. (3) Upon the filing of the application, the Secretary of State shall issue to the foreign corporation a certificate of authority to transact business in this State. L.1968, c.350.

N.J. Stat. § 14A: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 transact in this State any business of the character set forth in its application. Such authority shall continue so long as it retains its authority to transact such business in the jurisdiction of its incorporation and its authority to transact business in this State has not been surrendered, suspended or revoked. L.1968, c.350.

N.J. Stat. § 14A:13-6 Amended certificate of authority

(1) A foreign corporation authorized to transact business 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 business which it proposes to transact in this State, by making application therefor to the Secretary of State. (2) The requirements in respect to the form and contents of such 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.1968, c.350.

N.J. Stat. § 14A:13-6.1 Foreign corporations, filing, application, certificate of authority; definition.

1. (1) Following a conversion under applicable law of an other business entity, which was authorized to transact business in this State, to a foreign corporation, the foreign corporation shall file in the filing office an application executed on behalf of the corporation setting forth: (a) the name of the corporation and the jurisdiction of its incorporation; (b) the name of the other business entity, which was authorized to transact business in this State; (c) the ten digit identification number; (d) the date of the conversion of the other business entity to the foreign corporation; (e) the date of the authorization of the other business entity to transact business in this State; (f) the address of the main business or headquarters office of the corporation; (g) 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 (h) the character of the business it is to transact in this State, together with a statement that it is authorized to transact business in the jurisdiction of its incorporation. (2) 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, but of a date subsequent to the conversion. If that certificate is in a foreign language, a translation thereof under oath of the translator shall be attached thereto. (3) Upon the filing of the application, the filing office shall issue to the foreign corporation a certificate of authority to transact business in this State. (4) As used in this section, "filing office" means the Division of Revenue and Enterprise Services in the Department of the Treasury, or other State office as designated by law. L.2023, c.38, s.1.

N.J. Stat. § 14A:13-7 Change of name by foreign corporation

Whenever a foreign corporation which is authorized to transact business 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 such corporation shall be suspended and the corporation shall not thereafter transact any business 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.1968, c.350.

N.J. Stat. § 14A:13-8 Withdrawal of foreign corporation

(1) A foreign corporation authorized to transact business in this State may withdraw from this State upon procuring from the Secretary of State a certificate of withdrawal. In order to procure such a certificate of withdrawal, such foreign corporation shall file in the office of the Secretary of State an application for withdrawal executed on behalf of the corporation setting forth (a) the name of the corporation and the jurisdiction of its incorporation; (b) that the corporation is not transacting business in this State; (c) that the corporation surrenders its authority to transact business in this State; and (d) a 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 him. (2) Upon the filing of the application for withdrawal, the Secretary of State shall issue to the corporation a certificate of withdrawal, whereupon (a) the authority of the corporation to transact business in this State shall cease; (b) the authority of its registered agent in this State to accept service of any process against the corporation shall be deemed revoked; (c) 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 such corporation by service thereof on the Secretary of State or the chief clerk in his office; and (d) the Secretary of State shall be charged with such duties and shall be entitled to receive such fees with respect to any process which may be served hereunder on him or the chief clerk of his office, as are provided in N.J.S. sections 2A:15-26 to 2A:15-30. (3) The post-office address specified in paragraph 14A:13-8(1)(d) may be changed from time to time by filing in the office of the Secretary of State a certificate executed on behalf of the corporation setting forth (a) the name of the foreign corporation; (b) the jurisdiction of its incorporation; (c) the date of the issuance of its certificate of withdrawal by the Secretary of State; and (d) the changed post-office address. L.1968, c.350.

N.J. Stat. § 14A:13-9 Termination of existence of foreign corporation

(1) When a foreign corporation authorized to transact 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 (a) a certificate of the official of the jurisdiction of incorporation of such foreign corporation who has custody of the records pertaining to corporations, attesting to the occurrence of any such event; or (b) a certified copy of an order or decree of a court of competent jurisdiction directing the dissolution of such 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 him. (2) 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 14A:13-8(2). (3) The post-office address specified in subsection 14A:13-9(1) may be changed from time to time in the same manner as is provided in subsection 14A:13-8(3). L.1968, c.350.

N.J. Stat. § 14A:13-10 Revocation of certificate of authority; issuance of certificate of revocation

(1) In addition to any other ground for revocation provided by law, the certificate of authority of a foreign corporation to transact business in this State may be revoked by the Secretary of State upon the conditions prescribed in this section when (a) the certificate of authority of the corporation has been suspended for 90 days under this act; or (b) 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 (c) the corporation has failed to maintain a registered agent in this State as required by this act; or (d) 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 such change as required by this act; or (e) the corporation has failed to file its annual report within the time required by this act. (2) No certificate of authority of a foreign corporation shall be revoked by the Secretary of State unless (a) he shall have given the corporation not less than 90 days' notice that such default exists and that its certificate of authority will be revoked unless such default is cured within 90 days after the mailing of such notice; and (b) the corporation shall fail prior to revocation to cure such default. Such notice shall be sent by certified mail to the corporation at its registered office in this State and at its main business or headquarters office as such offices are on record in the office of the Secretary of State. (3) Upon revoking any such certificate of authority, the Secretary of State shall issue a certificate of revocation and shall mail a copy to such corporation at each of the addresses designated in subsection 14A:13-10(2). (4) The issuance of the certificate of revocation shall have the same force and effect as the issuance of a certificate of withdrawal under subsection 14A:13-8(2). L.1968, c.350.

N.J. Stat. § 14A:13-11 Transacting business without certificate of authority

(1) No foreign corporation transacting business in this State without a certificate of authority shall maintain any action or proceeding in any court of this State, until such corporation shall have obtained a certificate of authority. This prohibition shall apply to (a) any successor in interest of such foreign corporation, except any receiver, trustee in bankruptcy or other representative of creditors of such corporation; and (b) 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. (2) The failure of a foreign corporation to obtain a certificate of authority to transact business in this State shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action or proceeding in any court of this State. (3) In addition to any other liabilities imposed by law, a foreign corporation which transacts business 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, not more than 5 years prior thereto, in which it shall have transacted business in this State without a certificate of authority. Such penalty shall be recovered with costs in an action prosecuted by the Attorney General. The court may proceed in such action in a summary manner or otherwise. L.1968, c.350.

N.J. Stat. § 14A:13-12 Injunction against foreign corporation

(1) The Attorney General may bring an action in the Superior Court in the name of the State to enjoin a foreign corporation from transacting business in this State (a) without having first obtained a certificate of authority pursuant to this Chapter; or (b) of a character not set forth in its application for a certificate of authority or for an amended certificate of authority; or (c) after its authority to transact business in this State has been surrendered or revoked; or (d) after it is dissolved or its authority or existence is otherwise terminated or cancelled in the jurisdiction of its incorporation. (2) The Superior Court may proceed in such action in a summary manner or otherwise. (3) 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 transaction of any business within this State. L.1968, c.350.

N.J. Stat. § 14A:13-13 Vesting of title to real property upon merger or consolidation of foreign corporations

(1) As used in this section, unless the context clearly requires otherwise: (a) "Surviving foreign corporation" means a foreign corporation into which one or more other foreign corporations have merged. (b) "New foreign corporation" means a foreign corporation formed by the consolidation of two or more other foreign corporations. (c) "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 another foreign corporation. (d) "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. (e) "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 such jurisdiction having custody of its records pertaining to corporations. (2) Whenever a foreign corporation shall merge into or consolidate 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, any and all real property in New Jersey and any and all interests therein, owned by each of the merging or consolidating foreign corporations, shall be deemed to have been vested 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. Such merger or consolidation shall be valid and effectual to vest title to such 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. (3) The provisions of this section shall apply to every merger and to every consolidation of foreign corporations which became 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 so 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 consolidation, as the case may be, is filed in the office of the secretary of state of New Jersey. L.1968, c.350.

N.J. Stat. § 14A:13-14 Short title

This act shall be known as the "Corporation Business Activities Reporting Act." L.1973, c. 171, s. 1, eff. June 7, 1973.

N.J. Stat. § 14A:13-15 Notice of business activities report; necessity; filing; activities or property maintenance covered

Every foreign corporation which during any calendar or fiscal accounting year ending after December 31, 1973, carried on any activity or owned or maintained any property in this State, unless specifically exempted under section 3 of this act, shall be required to file a notice of business activities report, as hereinafter provided. Activities or property maintenance in this State which require corporations to file this report are: a. the maintenance in this State of an office or other place of business; or b. the maintenance of personnel in this State, including the presence of employees, agents, representatives or independent contractors in connection with the corporation's business, even though not regularly stationed in this State; or c. the ownership or maintenance of real and/or tangible personal property directly used by the corporation in this State; or d. the ownership or maintenance of tangible and/or intangible property in this State which is used by others; or e. receiving payments from persons residing in this State, or businesses located in this State, aggregating in excess of $25,000.00 regardless of any other connections with this State; or f. the derivation of income from any source or sources within this State; or g. any other activity or property in, or interrelationships with, this State as designated by the director. L.1973, c. 171, s. 2, eff. June 7, 1973.

N.J. Stat. § 14A:13-16 Exemptions

A foreign corporation shall not be required to file a notice of business activities report if a. by the end of an accounting period for which it was otherwise required to file a notice of business activities report under this act, it had received a certificate of authority to do business in this State; or b. a timely return has been filed under the Corporation Business Tax Act or the Corporation Income Tax Act for such accounting period. L.1973, c. 171, s. 3, eff. June 7, 1973.

N.J. Stat. § 14A:13-17 Definitions

For the purposes of this act, unless the context requires a different meaning: a. "Director" shall mean the Director of the Division of Taxation of the State Department of the Treasury. b. "Corporation" shall mean any corporation, joint-stock company or association and any business conducted by a trustee or trustees wherein interest or ownership is evidenced by a certificate of interest or ownership or similar written instrument. c. "Calendar year" shall mean an accounting period ending on the last day of December on the basis of which the corporation is required to report for Federal income tax purposes. d. "Fiscal year" shall mean an accounting period ending on any day other than the last day of December on the basis of which the corporation is required to report for Federal income tax purposes. e. "Accounting period" shall mean the calendar or fiscal year, or part thereof, for which a report is due under this act. L.1973, c. 171, s. 4, eff. June 7, 1973.

N.J. Stat. § 14A:13-18 Annual filing; due date

a. Every foreign corporation shall annually file a notice of business activities report with respect to all or any part of each of its calendar or fiscal accounting years ending after December 31, 1973, on a report which shall be filed on or before the fifteenth day of the fourth month after the close of such calendar or fiscal accounting year. b. For purposes of this act, every foreign corporation shall use the same calendar or fiscal accounting year upon which it reports to the United States Treasury Department for Federal income tax purposes. L.1973, c. 171, s. 5, eff. June 7, 1973.

N.J. Stat. § 14A:13-19 Forms; certification

The director shall design a form of report and forms for such additional statements or schedules as he may require to be filed therewith. Such form shall contain a provision in which the foreign corporation may disclaim liability for the corporation business tax and the corporation income tax, and any obligation to obtain a certificate of authority to do business in this State and shall provide for the setting forth of such additional facts as the director may deem necessary for the proper enforcement of this act. He shall cause a supply thereof to be printed and shall furnish appropriate blank forms to each corporation upon application or otherwise as he may deem necessary. Failure to receive a form shall not relieve any corporation from the obligation to file a report under the provisions of this act. Each such report shall have annexed thereto a certification by the president, vice president, comptroller, secretary, treasurer, assistant treasurer, accounting officer of the corporation or any other officer of the corporation duly authorized so to act to the effect that the statements contained therein are true. The fact that an individual's name is signed on a certification of the report shall be prima facie evidence that such individual is authorized to sign and certify the report on behalf of the corporation. In the case of a corporation in liquidation or in the hands of a receiver or trustee, certification shall be made by the person responsible for the conduct of the affairs of such corporation. L.1973, c. 171, s. 6, eff. June 7, 1973.

N.J. Stat. § 14A:13-20 Failure to file timely report

a. No foreign corporation carrying on any activity or owning or maintaining any property in this State which has not obtained a certificate of authority to do business in this State and disclaims liability for the corporation business tax and the corporation income tax shall maintain any action or proceeding in any State or Federal court in New Jersey, until such corporation shall have filed a timely notice of business activities report. b. The failure of a foreign corporation to file a timely report shall prevent the use of the courts in this State for all contracts executed and all causes of action that arose at any time prior to the end of the last accounting period for which the corporation failed to file a required timely report. c. The court in which the issues arise shall be granted the power to excuse the corporation for failure to file a report when due, and restore the right of access to the courts in this State. Such failure to file a report shall be excusable where the court finds the corporation has sustained the burden of establishing that (1) the failure to file a timely report was done in ignorance of the requirement to file, such ignorance was reasonable in all circumstances; and (2) all taxes, interest and civil penalties due the State for all periods have been paid, or provided for by adequate security or bond approved by the director, before the suit may proceed. L.1973, c. 171, s. 7, eff. June 7, 1973.

N.J. Stat. § 14A:13-21 Application of state tax uniform procedure law to this act

This act shall be governed in all respects by the provisions of the State tax uniform procedure law (subtitle 9 of Title 54 of the Revised Statutes) except only to the extent that a specific provision of this act may be in conflict therewith. L.1973, c. 171, s. 8, eff. June 7, 1973.

N.J. Stat. § 14A:13-22 Administration of act by director of division of taxation

The Director, Division of Taxation in the Department of Treasury shall administer the provisions of this act, adopt regulations necessary or desirable to effectuate its purposes, prepare instructions for guidance and information and provide for all other matters reasonably required for the fair, impartial and practical administration of this act. L.1973, c. 171, s. 9, eff. June 7, 1973.

N.J. Stat. § 14A:13-23 Severability

If any clause, sentence, paragraph, section or part of this act shall be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect, impair or invalidate the remainder thereof, but shall be confined in its operation to the clause, sentence, paragraph, section or part thereof directly involved in the controversy in which such judgment shall have been rendered. L.1973, c. 171, s. 10, eff. June 7, 1973.

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