New Jersey · statute · N.J. Stat. tit. 14A · 258 active provisions
(1) This act shall be known and may be cited as the "New Jersey Business Corporation Act." (2) This act shall be liberally construed and applied to promote its underlying purposes and policies. (3) Underlying purposes and policies of this act are, among others, (a) to simplify, clarify and modernize the law governing c…
14A:1-2.1. Definitions. As used in this act, unless the context otherwise requires, the term: (a) "Act" or "this act" means the "New Jersey Business Corporation Act" and includes all amendments and supplements thereto. (b) "Attorney General" means the Attorney General of New Jersey. (c) "Authorized shares" means the sh…
This act shall apply to (1) every corporation which is organized under this act; (2) every corporation which reincorporates under this act pursuant to section 14A:1-4; (3) every corporation which was organized under or became subject to, any heretofore enacted law of this State with respect to which power to amend or r…
Any corporation which has been organized by special act of the Legislature for any of the purposes permitted by this act, and to which this act does not apply pursuant to section 14A:1-3, may come under and be subject to the provisions of this act, and continue in existence and operation as if organized hereunder, by a…
This act may be supplemented, altered, amended or repealed by the Legislature, and every corporation, domestic or foreign, to which this act applies shall be bound thereby.
14A:1-6. Execution, filing and recording of documents. (1) If a document relating to a domestic or foreign corporation is required or permitted to be filed in the office of the Secretary of State under this act: (a) The document shall be in the English language, shall be typed or machine printed, except that the corpor…
The repeal by this act of the whole or any part of any act under which there was organized any corporation in existence on the effective date of this act, shall not work a dissolution of such corporation, but such corporation, its officers, directors and shareholders shall have the same rights, and shall be subject to…
14A:1-8. In computing the period of time for the giving of any notice required or permitted by this act, or by a certificate of incorporation or by-laws or any resolution of directors or shareholders, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be in…
2. (1) Any notice required or permitted pursuant to the provisions of N.J.S.14A:1-1 et seq., or by a certificate of incorporation or by-laws or any resolution of directors or shareholders, may be provided by electronic transmission as follows: (a) Any notice to shareholders given by the corporation pursuant to any prov…
(1) Upon request of any person, the Secretary of State shall furnish certified copies of documents filed in his office in accordance with the provisions of this act. (2) Upon request of any person, the Secretary of State shall certify to the existence or non-existence of any facts on record in his office relating to do…
14A:1-10. Filing documents by telecopy. (1) The Secretary of State may accept for filing by means of telecopy any document required or permitted to be filed in the office of the Secretary of State. (2) The Secretary of State shall charge a fee for the filing of a document by telecopy, which fee shall be in addition to…
Any document required to be filed under this act may be submitted to the Secretary of State for review prior to the time the document is formally filed. The Secretary of State shall determine whether the document is acceptable for filing and, if it is not acceptable, shall state why it is not acceptable. The Secretary…
A corporation may be organized under this act for any lawful business purpose or purposes except to do in this State any business for which organization is permitted under any other statute of this State unless such statute permits organization under this act.
(1) The corporate name of a domestic corporation or of a foreign corporation authorized to transact business in this State (a) Shall not contain any word or phrase, or abbreviation or derivative thereof, which indicates or implies that it is organized for any purpose other than one or more of the purposes permitted by…
This amendatory and supplementary act shall not require any domestic corporation organized prior to the effective date of this act or any foreign corporation authorized to transact business in this State prior to the effective date of this act or any nonprofit corporation organized pursuant to Title 15 of the Revised S…
(1) No domestic corporation, or foreign corporation which transacts business in this State within the meaning of section 14A:13-3, shall transact any business in this State using a name other than its actual name unless (a) It also uses its actual name in the transaction of any such business in such a manner as not to…
No corporation organized under the laws of the State of New Jersey nor any foreign corporation authorized to do business in New Jersey shall use the words "blind," or "handicapped," or term, terms, imprint, stamp, label or symbol suggesting such impairments, as part of its name unless the approval of the Attorney Gener…
(1) The exclusive right to the use of a corporate name may be reserved upon compliance with the provisions of this section. (2) The reservation shall be made by filing in the office of the Secretary of State an application to reserve a specified corporate name, or the first name available for corporate use among not mo…
(1) Any foreign corporation may register its corporate name under this act, provided its corporate name is available for use under section 14A:2-2. (2) Such registration shall be made by filing in the office of the Secretary of State: (a) An application for registration executed on behalf of the corporation, setting fo…
A corporation which has a registration of its corporate name in effect may renew such registration from year to year by annually filing in the office of the Secretary of State an application for renewal setting forth the facts required to be set forth in an original application for registration, together with a certifi…
(1) One or more individuals or domestic or foreign corporations may act as incorporator or incorporators of a corporation by signing and filing in the office of the Secretary of State a certificate of incorporation for such corporation. Individuals acting as incorporators shall be at least 18 years of age. Incorporator…
14A:2-7. Certificate of incorporation. (1) The certificate of incorporation shall set forth: (a) The name of the corporation; (b) The purpose or purposes for which the corporation is organized. It shall be a sufficient compliance with this paragraph to state, alone or with specifically enumerated purposes, that the cor…
On or after the effective date of the certificate of incorporation, an organization meeting of the board named in the certificate of incorporation shall be held, at the call of a majority of the board so named, to adopt by-laws, elect officers, authorize the issuance of shares, and transact such other business as may c…
14A:2-9 (1) The initial by-laws of a corporation shall be adopted by the board at its organization meeting. Thereafter, the board shall have the power to make, alter and repeal by-laws unless such power is reserved to the shareholders in the certificate of incorporation, but by-laws made by the board may be altered or…
(1) The board of a corporation may adopt emergency by-laws, subject to repeal or change by action of the shareholders, which shall, notwithstanding any different provision elsewhere in this act or in the certificate of incorporation or by-laws, be operative during any emergency in the conduct of the business of the cor…