State Codes and Statutes

Statutes > New-jersey > Title-15a > Section-15a-12 > 15a-12-15

15A:12-15.  Effect of dissolution
    a.  Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not carry on activities except for the purpose of winding up its affairs by:

    (1) Collecting its assets;

     (2) Fulfilling or discharging its contracts;

     (3) Conveying for cash or upon deferred payments, with or without security,  those of its assets as are not to be distributed in kind to its members;

     (4) Paying, satisfying and discharging its debts and other liabilities; and

     (5) Doing all other acts required to liquidate its activities and affairs.

     b.  Subject to the provisions of subsection a. of this section, and except as otherwise provided by court order, the corporation, its officers, trustees and members shall continue to function for the purpose of winding up the affairs of the corporation in the same manner as if dissolution had not occurred.  In particular, and without limiting the generality of the foregoing:

    (1) The trustees 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 15A:6-14;

    (2) Title to the corporation's assets shall remain in the corporation until  transferred by it in the corporate name;

    (3) The dissolution shall not change quorum or voting requirements for the board or members, nor shall it alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, trustees or  officers, or provisions regarding amendment or repeal of bylaws or adoption of  new bylaws;

    (4) Memberships which were transferable prior to the dissolution may thereafter be transferred;

    (5) The corporation may sue and be sued in all courts and participate in actions and proceedings, whether judicial, administrative, arbitrative or otherwise, in its corporate name, and process may issue by and against the corporation in the same manner as if dissolution had not occurred;

    (6) No action brought against any corporation prior to its dissolution shall  abate by reason of the dissolution.

    c.  The dissolution of a corporation shall not affect any remedy available to or against the corporation, its trustees, officers or members, for any right  or claim existing or any liability incurred before the dissolution, except as  provided in section 15A:12-12 (jurisdiction of Superior Court to supervise  dissolution and liquidation) or 15A:12-19 (filing or barring claims).

     L.1983, c. 127, s. 15A:12-15, eff. Oct. 1, 1983.