14A:12-2. Dissolution before commencing business

422 words·~2 min read·/nj/title-14a/chapter-12/14a-12-2

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(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.