N.J. Stat. tit. 14A, ch. 12

in effect

N.J. Stat. § 14A:12-1 Methods of dissolution

(1) A corporation may be dissolved in any one of the following ways (a) By the filing of a certificate of dissolution pursuant to section 14A:12-5.1 upon expiration of any period of duration stated in the corporation's certificate of incorporation; (b) By action of the incorporators or directors pursuant to section 14A:12-2; (c) By action of the shareholders pursuant to section 14A:12-3; (d) By action of the board and the shareholders pursuant to section 14A:12-4; (e) By action of a shareholder or shareholders pursuant to section 14A:12-5; (f) By a judgment of the Superior Court in an action brought pursuant to section 14A:12-6 or 14A:12-7, or otherwise; (g) Automatically by a proclamation of the Secretary of State repealing or revoking a certificate of incorporation for nonpayment of taxes or for failure to file annual reports; (h) By action of a corporation without assets pursuant to section 14A:12-4.1. (2) A corporation which has been dissolved in a proceeding pursuant to section 14A:12-6 or 14A:12-7, or which has been dissolved, or whose charter has been forfeited or revoked, for a cause or by a method not mentioned in this section, shall be subject to all the provisions of this Chapter and of Chapter 14, to the extent that such provisions are compatible with a court directed dissolution, or with the statute or common-law proceeding pursuant to which such dissolution, forfeiture or revocation is effected. L.1968, c.350; amended 1973,c.366,s.64; 1988,c.94,s.67.

N.J. Stat. § 14A:12-2 Dissolution before commencing business

(1) A corporation may be dissolved by action of its incorporators when there has been no organization meeting of the board, or by the board if there has been an organization meeting, provided that the corporation (a) Has not commenced business; (b) Has not issued any shares; (c) Has no debts or other liabilities; and (d) Has received no payments on subscriptions for its shares, or, if it has received such payments, has returned them to those entitled thereto, less any part thereof disbursed for expenses. (2) The dissolution of such a corporation shall be effected in the following manner: the sole incorporator or director, if there is only one, or both incorporators or directors, if there are only two, or a majority of the incorporators or directors, if there are more than two, shall execute and file in the office of the Secretary of State a certificate of dissolution stating (a) The name of the corporation; (b) The name of the registered agent of the corporation; (c) The location of the registered office of the corporation; (d) The names of the incorporations and directors constituting the first board; (e) That the corporation has not commenced business and has issued no shares, and has no debts or other liabilities; (f) That the corporation has received no payments or subscriptions to its shares, or, if it has received such payments, that it has returned them to those entitled thereto, less any part thereof disbursed for expenses; and (g) That the sole incorporator or director, if there is only one, or both incorporators or directors, if there are only two, or a majority of the incorporators or directors, if there are more than two, has or have elected that the corporation be dissolved. (3) Notwithstanding the provisions of sections 14A:2-2 and 14A:15-2 and section 3 of P.L.1973, c. 367 (C. 54:50-14), (a) The Secretary of State shall accept for filing a certificate of dissolution pursuant to the provisions of this section (i) Without payment of any filing fee; and (ii) Without the filing with him of the certificate of the Director of the Division of Taxation evidencing the payment, or provision for the payment, by the corporation of taxes, fees, penalties, and interest; and (b) The name of the corporation shall be available immediately for corporate use upon the filing of a certificate of dissolution pursuant to the provisions of this section. L.1968, c.350; amended by L.1973, c. 366, s. 65, eff. May 1, 1974; L.1979, c. 86, s. 4, eff. May 15, 1979.

N.J. Stat. § 14A:12-3 Dissolution without a meeting of shareholders

14A:12-3. Dissolution without a meeting of shareholders. A corporation may be dissolved by the consent of all its shareholders entitled to vote thereon. Notice of dissolution pursuant to this section shall be provided to all shareholders not entitled to vote thereon, not less than 10 nor more than 60 days before the filing of the certificate of dissolution, in the manner provided in this act for the giving of notice of meetings of shareholders. To effect such dissolution, all shareholders entitled to vote thereon shall sign and file in the office of the Secretary of State a certificate of dissolution which shall state (a) the name of the corporation; (b) the name of the registered agent of the corporation; (c) the location of the registered office of the corporation; (d) the names of its directors and officers; (e) that the corporation is dissolved; and (f) that the certificate has been signed in person or by proxy by all the shareholders of the corporation entitled to vote thereon. L.1968, c.350; amended 1995,c.279,s.18.

N.J. Stat. § 14A:12-4 Dissolution pursuant to action of board and shareholders

14A:12-4. Dissolution pursuant to action of board and shareholders. (1) A corporation may be dissolved by action of its board and its shareholders as provided in this section. (2) The board shall recommend that the corporation be dissolved, and direct that the question of dissolution be submitted to a vote at a meeting of shareholders. (3) Written notice of the meeting shall be given not less than 10 nor more than 60 days before the meeting to each shareholder of record whether or not entitled to vote at such meeting in the manner provided in this act for the giving of notice of meetings of shareholders. (4) At such meeting, a vote of the shareholders shall be taken on the proposed dissolution. Such dissolution shall be approved upon receiving the affirmative vote of a majority of the votes cast by the holders of shares of the corporation entitled to vote thereon, and, in addition, if any class or series is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote; except that, in the case of a corporation organized prior to the effective date of this act, the proposed dissolution shall be approved upon receiving the affirmative vote of two-thirds of the votes so cast. The voting requirements of this section shall be subject to such greater requirements as may be provided in the certificate of incorporation. (5) Subject to the provisions of section 14A:5-12, a corporation organized prior to January 1, 1969 may adopt the majority voting requirements prescribed in subsection 14A:12-4(4) by an amendment of its certificate of incorporation adopted by the affirmative vote of two-thirds of the votes cast by the holders of shares entitled to vote thereon. (6) If dissolution is approved as provided in this section, a certificate of dissolution shall be executed on behalf of the corporation and shall be filed in the office of the Secretary of State. The certificate shall set forth (a) the name of the corporation; (b) the name of the registered agent of the corporation; (c) the location of the registered office of the corporation; (d) the names of the corporation's directors and officers; (e) the text of the board resolution authorizing the dissolution; (f) the date and place of the meeting of shareholders called to vote upon the dissolution; (g) the number of outstanding shares of the corporation entitled to vote on the dissolution, and, if the shares of any class or series are entitled to vote as a class, the designation and number of outstanding shares of each such class and series; and (h) the number of shares represented at the meeting, the number of shares voted for and voted against the dissolution, and, if the shares of any class or series are entitled to vote as a class, the number of shares of each such class and series voted for and voted against the dissolution. L.1968, c.350; amended 1995,c.279,s.19.

N.J. Stat. § 14A:12-4.1 Dissolution of corporations without assets

(1) A corporation which has ceased doing business and does not intend to recommence doing business may be dissolved by action of its board and shareholders or, as set forth in this section, by a corporate officer, if the corporation (a) Has no assets; (b) Has ceased doing business and does not intend to recommence doing business; and (c) Has not made any distributions of cash or property to its shareholdersˆwithin the last 24 months and does not intend to make any distribution followingˆits dissolution. (2) The dissolution of a corporation may be authorized by the shareholdersˆwithout a meeting as provided in section 14A:12-3, by action of the board and the shareholders as provided in section 14A:12-4 or by action of a corporate officer as provided below. The dissolution may be authorized by a corporate officer if the officer has given 30 days' prior written notice of his intention to dissolve the corporation by mail or personal service to all known directors and shareholders at their last known address and no director or shareholder has objected to the proposed dissolution. The dissolution shall be effected by filing with the Secretary of State a certificate of dissolution executed on behalf of the corporation by all of the shareholders or any officer of the corporation setting forth the following: (a) The name of the corporation; (b) The name and address of the shareholders executing the certificate, orˆthe name, address and title of the officer executing the certificate; (c) That the corporation has no assets, has ceased doing business and doesˆnot intend to recommence doing business, and has not made any distributions of cash or property to its shareholders within the last 24 months and does not intend to make any distribution following its dissolution; (d) That (i) the shareholders have authorized the dissolution by signing the certificate of dissolution in person or by proxy, or (ii) the board and the shareholders have authorized the dissolution as provided in section 14A:12-4, orˆ(iii) 30 days' prior written notice of the dissolution has been mailed to or personally served upon all known directors and shareholders at their last known addresses and no one of them has objected to the dissolution; and (e) That the shareholders executing the certificate believe, or the officer executing the certificate believes, that all of the statements in the certificate are true under penalty of perjury. (3) Notwithstanding the provisions of sections 14A:2-2 and 14A:15-2, and section 3 of P.L. 1973, c. 367 (C. 54:50-14) or any other provisions of law, (a) The Secretary of State shall accept for filing a certificate of dissolution pursuant to the provisions of this section (i) without payment of any filing fee; and (ii) without the filing with the Secretary of State of the certificate of the Director of the Division of Taxation evidencing the payment, or provision for the payment, by the corporation of taxes, fees, penalties, and interest; and (b) The name of the corporation shall be available immediately for corporate use upon the filing of a certificate of dissolution pursuant to the provisions of this section. (added) 1988,c.94,s.68.

N.J. Stat. § 14A:12-5 Dissolution pursuant to provision in certificate of incorporation

(1) The certificate of incorporation may provide that any shareholder, or any specified number of shareholders, or the holders of any specified number or proportion of shares, or of any specified number or proportion of shares of any class or series, may effect the dissolution of the corporation at will or upon the occurrence of a specified event. In such a case, dissolution of the corporation may be effected by the filing of a certificate of dissolution in the office of the Secretary of State, signed, as the certificate of incorporation may provide, by a single shareholder, or the specified number of shareholders, or the holders of any specified number or proportion of shares, or of any specified number or proportion of shares of any class or series. The certificate of dissolution shall state the name of the corporation, the location of its registered office and the name of its registered agent. It shall also state that the corporation is dissolved; that the dissolution is effected pursuant to a provision of the certificate of incorporation; and that the certificate is executed and filed by the person or persons authorized by the certificate of incorporation. (2) An amendment of the certificate of incorporation which adds a provision authorized by this section, or which amends or deletes such a provision, shall be authorized at a meeting of shareholders by a vote of all outstanding shares, or by such lesser vote, but not less than the vote set forth in paragraph 14A:9-2(4)(c), as may be specifically provided for in the certificate of incorporation for such amendment. (3) If the certificate of incorporation of any corporation contains a provision authorized by this section, the fact that such provision exists shall be noted conspicuously on the face or back of every certificate for shares issued by such corporation, and each holder of such certificates shall conclusively be deemed to have taken delivery with notice of such provision. A provision authorized by this subsection shall become invalid if, subsequent to the adoption of such provision, shares are transferred or issued to any person who takes delivery of the share certificate without notice thereof, unless such person consents in writing to such provision. L.1968, c.350.

N.J. Stat. § 14A:12-5.1 Dissolution upon expiration of period of duration

(1) A corporation shall not be dissolved when the period of duration stated in its certificate of incorporation expires until a certificate of dissolution executed on its behalf has been filed in the office of the Secretary of State. Upon written demand to the corporation by any shareholder, a corporation whose duration has expired shall, within 60 days of such demand, file a certificate of dissolution in the office of the Secretary of State unless within such time it amends its certificate of incorporation to extend its duration, as provided in section 14A:9-1(2)(c). (2) A certificate of dissolution filed pursuant to this section shall set forth (a) the name of the corporation; (b) the name of the registered agent of the corporation; (c) the location of the registered office of the corporation; (d) the names of the corporation's directors and officers; and (e) the fact that the corporation is dissolved because of expiration of the period of duration stated in its certificate of incorporation. L.1973, c. 366, s. 66, eff. May 1, 1974.

N.J. Stat. § 14A:12-6 Dissolution in action brought by the Attorney General

(1) The Attorney General may bring an action in the Superior Court for the dissolution of a corporation upon the ground that the corporation (a) has procured its organization through fraud; (b) has repeatedly exceeded the authority conferred upon it by law; or (c) has repeatedly conducted its business in an unlawful manner. (2) The Superior Court may proceed in such action in a summary manner or otherwise. (3) The enumeration in subsection 14A:12-6(1) of grounds for dissolution shall not exclude any other statutory or common law action by the Attorney General for the dissolution of a corporation or the revocation or forfeiture of its corporate franchises. L.1968, c.350.

N.J. Stat. § 14A:12-7 Involuntary dissolution; other remedies

(1) The Superior Court, in an action brought under this section, may appoint a custodian, appoint a provisional director, order a sale of the corporation's stock as provided below, or enter a judgment dissolving the corporation, upon proof that (a) The shareholders of the corporation are so divided in voting power that, for a period which includes the time when two consecutive annual meetings were or should have been held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors; or (b) The directors of the corporation, or the person or persons having the management authority otherwise in the board, if a provision in the corporation's certificate of incorporation contemplated by subsection 14A:5-21(2) is in effect, are unable to effect action on one or more substantial matters respecting the management of the corporation's affairs; or (c) In the case of a corporation having 25 or less shareholders, the directors or those in control have acted fraudulently or illegally, mismanaged the corporation, or abused their authority as officers or directors or have acted oppressively or unfairly toward one or more minority shareholders in their capacities as shareholders, directors, officers, or employees. (2) An action may be brought under this section by one or more directors or by one or more shareholders. In such action, in the case of appointment of a custodian or a provisional director, the court may proceed in a summary manner or otherwise. (3) One or more provisional directors may be appointed if it appears to the court that such an appointment may be in the best interests of the corporation and its shareholders, notwithstanding any provisions in the corporation's by-laws, certificate of incorporation, or any resolutions adopted by the board or shareholders. A provisional director shall have all the rights and powers of a duly elected director of the corporation, including the right to notice of and to vote at meetings of directors, until such time as he shall be removed by order of the court or, unless otherwise ordered by the court, by a vote or written consent of a majority of the votes entitled to be cast by the holders of shares entitled to vote to elect directors. (4) A custodian may be appointed if it appears to the court that such an appointment may be in the best interests of the corporation and its shareholders, notwithstanding any provisions in the corporation's by-laws, certificate of incorporation, or any resolutions adopted by the shareholders or the board. Subject to any limitations which the court imposes, a custodian shall be entitled to exercise all of the powers of the corporation's board and officers to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors, until such time as he shall be removed by order of the court or, unless otherwise ordered by the court, by the vote or written consent of a majority of the votes entitled to be cast by the holders of shares entitled to vote to elect directors. Such powers may be exercised directly or through, or in conjunction with, the corporation's board or officers, in the discretion of the custodian or as the court may order. If so provided in the order appointing him, a custodian shall have the fact-determining powers of a receiver as provided in subsections 14A:14-5 (e) and (f). (5) Any custodian or provisional director shall be an impartial person who is neither a shareholder nor a creditor of the corporation or of any subsidiary or affiliate of the corporation. (6) Any custodian or provisional director shall report from time to time to the court concerning the matter complained of, or the status of the deadlock, if any, and of the status of the corporation's business, as the court shall direct. In addition, he shall submit to the court, if so directed, his recommendations as to the appropriate disposition of the action. If, after the appointment of a custodian or provisional director, the court determines that a judgment of dissolution is in the best interests of the shareholders of the corporation, such a judgment shall be entered. The court may continue any custodian or provisional director in such office subsequent to the entry of a judgment of dissolution and until such time as the affairs of the corporation are wound up, or it may appoint such person or another as receiver, as provided in section 14A:12-15. (7) In any proceeding under this section, the court shall allow reasonable compensation to the custodian or provisional director for his services and reimbursement or direct payment of his reasonable costs and expenses which amounts shall be paid by the corporation. (8) Upon motion of the corporation or any shareholder who is a party to the proceeding, the court may order the sale of all shares of the corporation's stock held by any other shareholder who is a party to the proceeding to either the corporation or the moving shareholder or shareholders, whichever is specified in the motion, if the court determines in its discretion that such an order would be fair and equitable to all parties under all of the circumstances of the case. (a) The purchase price of any shares so sold shall be their fair value as of the date of the commencement of the action or such earlier or later date deemed equitable by the court, plus or minus any adjustments deemed equitable by the court if the action was brought in whole or in part under paragraph 14A:12-7(1)(c). (b) Within five days after the entry of any such order, the corporation shall provide each selling shareholder with the information it is required to provide a dissenting shareholder under section 14A:11-6, and within 10 days after entry of the order the purchasing party shall make a written offer to purchase at a price deemed by the purchasing party to be the fair value of the shares. (c) If the parties are unable to agree on fair value within 40 days of entry of the order, the court shall make the determination of the fair value, and the provisions of sections 14A:11-8 through 14A:11-11 shall be followed insofar as they are applicable. (d) Interest may be allowed at the rate and from the date determined by the court to be equitable, and if the court finds that the refusal of the shareholder to accept any offer of payment was arbitrary, vexatious, or otherwise not in good faith, no interest shall be allowed. If the court finds that the action was maintainable under paragraph 14A:12-7(1)(c), the court in its discretion may award to the selling shareholder or shareholders reasonable fees and expenses of counsel and of any experts, including accountants, employed by them. (e) The purchase price shall be paid by the delivery of cash, notes, or other property, or any combination thereof within 30 days after the court has determined the fair value of the shares. The court shall, in its discretion, determine the method of payment of the purchase price. Whenever practicable, the purchase price shall be paid entirely in cash. If the court determines that an all cash payment is not practicable, it shall determine the amount of the cash payment, the kind and amount of any property, whether any note shall be secured, and other appropriate terms, including the interest rate of any note. (f) Upon entry of an order for the sale of shares under this subsection, and provided the corporation or the moving shareholders post a bond in adequate amount with sufficient sureties or otherwise satisfy the court that the full purchase price of the shares, plus whatever additional costs, expenses, and fees as may be awarded, will be paid when due and payable, the selling shareholders shall no longer have any rights or status as shareholders, officers, or directors, except the right to receive the fair value of their shares plus whatever other amounts as may be awarded. In such event, the court may remove any custodian or provisional director who may have been appointed. (9) In determining whether to enter a judgment of dissolution in an action brought under this section, the court shall take into consideration whether the corporation is operating profitably and in the best interests of its shareholders, but shall not deny entry of such a judgment solely on that ground. (10) If the court determines that any party to an action brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, it may in its discretion award reasonable expenses, including counsel fees incurred in connection with the action, to the injured party or parties. L.1968, c.350; amended 1973,c.366,s.67; 1988,c.94,s.69.

N.J. Stat. § 14A:12-8 Effective time of dissolution

14A:12-8. Effective time of dissolution. A corporation is dissolved (a) when the period of duration stated in the corporation's certificate of incorporation expires and the corporation files a certificate of dissolution in the office of the Secretary of State pursuant to section 14A:12-5.1; or (b) upon the proclamation of the Secretary of State issued pursuant to section 54:11-2 of the Revised Statutes; or (c) when a certificate of dissolution is filed in the office of the Secretary of State pursuant to section 14A:12-2, 14A:12-3, 14A:12-4 or 14A:12-5, except when a later time not to exceed 90 days after the date of filing is specified in the certificate of dissolution; or (d) when a judgment of forfeiture of corporate franchises or of dissolution is entered by a court of competent jurisdiction. L.1968, c.350; amended 1973,c.366,s.68; 1995,c.279,s.20.

N.J. Stat. § 14A:12-9 Effect of dissolution

(1) Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall carry on no business except for the purpose of winding up its affairs by (a) collecting its assets; (b) conveying for cash or upon deferred payments, with or without security, such of its assets as are not to be distributed in kind to its shareholders; (c) paying, satisfying and discharging its debts and other liabilities; and (d) doing all other acts required to liquidate its business and affairs. (2) Subject to the provisions of subsection 14A:12-9(1), and except as otherwise provided by court order, the corporation, its officers, directors and shareholders shall continue to function in the same manner as if dissolution had not occurred. In particular, and without limiting the generality of the foregoing, (a) the directors of the corporation shall not be deemed to be trustees of its assets and shall be held to no greater standard of conduct than that prescribed by section 14A:6-14; (b) title to the corporation's assets shall remain in the corporation until transferred by it in the corporate name; (c) the dissolution shall not change quorum or voting requirements for the board or shareholders, nor shall it alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, directors or officers, or provisions regarding amendment or repeal of by-laws or adoption of new by-laws; (d) shares may be transferred until the record date of the final liquidating distribution or dividend to shareholders; (e) the corporation may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred; (f) no action brought against any corporation prior to its dissolution shall abate by reason of such dissolution. (3) The right of the corporation to sell its assets and the right of a shareholder to dissent from such sale shall be governed by Chapters 10 and 11 in the same manner as if dissolution had not occurred. (4) A dissolved corporation may condition the payment to its shareholders (a) of any partial liquidating distribution or dividend on the surrender to it of the share certificates on which the distribution or dividend is to be paid for endorsement to reflect such payment; or (b) of the final liquidating distribution or dividend on the surrender to it for cancellation of the share certificates on which the distribution or dividend is to be paid. L.1968, c.350; amended by L.1973, c. 366, s. 69, eff. May 1, 1974.

N.J. Stat. § 14A:12-10 Revocation of dissolution proceedings

(1) Dissolution proceedings commenced pursuant to sections 14A:12-3, 14A:12-4 or 14A:12-5 may be revoked at any time within 60 days after the effective time of dissolution, as determined pursuant to section 14A:12-8, provided that no distribution of corporate assets has been made to the shareholders and no proceeding pursuant to section 14A:12-15 is pending, by filing in the office of the Secretary of State a certificate of revocation signed, in person or by proxy, by all of the shareholders, stating that revocation is effective pursuant to subsection 14A:12-10(1) and that all the shareholders of the corporation have signed the certificate, in person or by proxy. (2) Dissolution proceedings commenced pursuant to sections 14A:12-3 or 14A:12-4 may also be revoked at any time within 60 days after the effective time of dissolution, as determined pursuant to section 14A:12-8, provided that no distribution of corporate assets has been made to the shareholders and no proceeding pursuant to section 14A:12-15 is pending, in the following manner: (a) The board of directors shall call a meeting of shareholders to vote upon the question of revocation of the dissolution proceedings. In connection with such meeting, the shareholders shall be given the same notice, and the revocation shall be approved by the same vote, as that required by section 14A:12-4 for the approval of dissolution. (b) A certificate of revocation, stating (i) that dissolution is revoked pursuant to subsection 14A:12-10(2), and (ii) the matters required by subsection 14A:12-4(6) shall be executed on behalf of the corporation and shall be filed in the office of the Secretary of State. L.1968, c.350; amended by L.1969, c. 102, s. 14.

N.J. Stat. § 14A:12-11 Effect of revocation of dissolution

(1) Upon the filing of a certificate of revocation of dissolution proceedings as authorized by this act, the revocation of dissolution proceedings shall become effective, and the corporation may, subject to the provisions of subsection 14A:12-11(2), again carry on its business in the same manner as if dissolution proceedings had never been commenced. The corporation shall be liable for all taxes payable under the "Corporation Business Tax Act (1945)" (P.L.1945, c. 162), as amended and supplemented, or under the "Financial Business Tax Law (1946)" (P.L.1946, c. 174), as amended and supplemented, as though dissolution of the corporation had not occurred. (2) If, pursuant to subsection 14A:2-2(3), a dissolved corporation has filed a written consent to the adoption of its name or a confusingly similar name by another, the subsequent revocation of dissolution proceedings pursuant to this section shall not restore the dissolved corporation's right to the use of its name. L.1968, c.350.

N.J. Stat. § 14A:12-12 Notice to creditors; filing claims

(1) At any time after a corporation has been dissolved, the corporation, or a receiver appointed for the corporation pursuant to this chapter, may give notice requiring all creditors to present their claims in writing. Such notice shall be published 3 times, once in each of 3 consecutive weeks, in a newspaper of general circulation in the county in which the registered office of the corporation is located and shall state that all persons who are creditors of the corporation shall present written proof of their claims to the corporation or the receiver, as the case may be, at a place and on or before a date named in the notice, which date shall not be less than 6 months after the date of the first publication. (2) On or before the date of the first publication of the notice as provided in subsection 14A:12-12(1), the corporation, or the receiver, as the case may be, shall mail a copy of the notice to each known creditor of the corporation. The giving of such notice shall not constitute recognition that any person to whom such notice is directed is a creditor of the corporation other than for the purpose of receipt of notice hereunder. (3) As used in this section, "creditor" means all persons to whom the corporation is indebted, and all other persons who have claims or rights against the corporation, whether liquidated or unliquidated, matured or unmatured, direct or indirect, absolute or contingent, secured or unsecured. (4) Proof of the publication and mailing authorized by this section shall be made by an affidavit filed in the office of the Secretary of State. L.1968, c.350; amended by L.1973, c. 366, s. 70, eff. May 1, 1974.

N.J. Stat. § 14A:12-13 Barring of claims of creditors

(1) Any creditor as defined in subsection 14A:12-12(3) who does not file his claim as provided in the notice given pursuant to section 14A:12-12, and all those claiming through or under him, shall be forever barred from suing on such claim or otherwise realizing upon or enforcing it except, in the case of a creditor who shows good cause for not having previously filed his claim, to such extent as the Superior Court may allow (a) against the corporation to the extent of any undistributed assets; or (b) if the undistributed assets are not sufficient to satisfy such a claim, against a shareholder to the extent of his ratable part of such claim, out of the assets of the corporation distributed to him in liquidation or dissolution. (2) This section shall not apply to claims which are in litigation on the date of the first publication of the notice pursuant to section 14A:12-12. L.1968, c.350; amended by L.1973, c. 366, s. 71, eff. May 1, 1974.

N.J. Stat. § 14A:12-13.1 Creditors barred from suing shareholders of certain dissolved corporations.

1. (1) A creditor as defined in subsection (3) of N.J.S.14A:12-12 or subsection (b) of N.J.S.14A:14-1, and all those claiming through or under the creditor, shall be forever barred from suing a shareholder on any claim, or otherwise realizing upon or enforcing any claim against a shareholder, unless that claim was filed against the shareholder, pursuant to N.J.S.14A:12-13 or N.J.S.14A:14-15, or otherwise, within five years after the corporation was dissolved. (2) This section shall not: (a) apply to claims against shareholders which are in litigation on the effective date of this section; (b) operate to extend any otherwise applicable statute of limitations; or (c) affect any rights of creditors under the "Uniform Voidable Transactions Act," R.S.25:2-20 et seq. L.2001, c.231, s.1; amended 2021, c.92, s.20.

N.J. Stat. § 14A:12-14 Disposition of rejected claims

If the corporation, or the receiver of a corporation appointed pursuant to this chapter, rejects in whole or in part any claim filed by a creditor, as defined in subsection 14A:12-12(3), the corporation or the receiver, as the case may be, shall mail notice of such rejection to the creditor. If the creditor does not bring suit upon such claim within 60 days from the time such notice was mailed to him, the creditor and all those claiming through or under him shall, except as otherwise provided in this chapter, be forever barred from suing on such claim or otherwise realizing upon or enforcing it. Proof of the mailing required by this section shall be made by an affidavit filed in the office of the Secretary of State. L.1968, c.350.

N.J. Stat. § 14A:12-15 Jurisdiction of the Superior Court

At any time after a corporation has been dissolved in any manner, a creditor, as defined in subsection 14A:12-12(3), or a shareholder of the corporation, or the corporation itself, may apply to the Superior Court for a judgment that the affairs of the corporation and the liquidation of its assets continue under the supervision of the court. The court shall have power to proceed in a summary manner or otherwise upon such application, and shall make such orders and judgments as may be required, including, but not limited to, the continuance of the liquidation of the corporation's assets by its officers and directors under the supervision of the court, or the appointment of a receiver of the corporation, who shall be vested with all the powers provided in Chapter 14 to be exercised by receivers appointed to liquidate the affairs of a corporation. L.1968, c.350; amended by L.1973, c. 366, s. 72, eff. May 1, 1974.

N.J. Stat. § 14A:12-16 Distribution to shareholders

Any assets remaining after payment of or provision for claims against the corporation shall be distributed among the shareholders according to their respective rights and interests. Distribution may be made in either or both cash and kind. L.1968, c.350; amended by L.1969, c. 102, s. 15.

N.J. Stat. § 14A:12-17 Disposition of unclaimed distributive shares

The distributive shares payable to any person who is unknown or cannot be found, or who is under a disability and for whom there is no legal representative, shall be paid into the Superior Court to be held for the benefit of the owners, subject to the order of the court. L.1968, c.350.

N.J. Stat. § 14A:12-18 Judgment of dissolution; filing copy

A copy of every judgment dissolving a corporation or forfeiting its charter shall be forthwith filed by the clerk of the court in the office of the Secretary of State, and a notation thereof shall be made by the Secretary of State on the charter or certificate of incorporation of the corporation affected. L.1968, c.350.

N.J. Stat. § 14A:12-19 Dissolution upon liquidation

No corporation shall be completely liquidated and all of its assets distributed to its shareholders unless provision is made for the dissolution of the corporation and the payment of all fees, taxes, and other expenses incidental thereto. L.1973, c. 366, s. 73, eff. May 1, 1974.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.njleg.state.nj.us/legislative-activity/statutesFetched: 10/17/2026