State Codes and Statutes

Statutes > New-jersey > Title-14a > Section-14a-12 > 14a-12-1

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.