State Codes and Statutes

Statutes > New-jersey > Title-14a > Section-14a-12 > 14a-12-5

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.