15A:4-1. Registered office and registered agent
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15A:4-1. Registered office and registered agent
a. Every corporation organized under this title and every foreign corporation authorized to conduct activities in this State shall continuously maintain a registered office in this State, and a registered agent having an address identical with the registered office.
b. The registered office may be, but need not be, the same as a place where the corporation which it serves conducts activities.
c. The registered agent may be a natural person of the age of 18 years or more, or a domestic corporate entity or a foreign corporate entity authorized to conduct activities or transact business in this State, whether or not the agent corporation is organized for purposes for which a corporation may be organized under this title.
d. The designation of a resident office in this State and of a resident agent in charge thereof by any corporation as in force on the effective date of this act, shall be deemed to be the registered office or registered agent, respectively, with like effect as if made hereunder until changed pursuant to this act.
L.1983, c. 127, s. 15A:4-1, eff. Oct. 1, 1983.
15A:4-2. Function of registered agent and office; service of process, notice or demand
a. Every registered agent shall be an agent of the corporation which has appointed the agent, upon whom process against the corporation may be served and who shall deliver to the corporation all process, notices or demands received by the agent as agent for the corporation.
b. Whenever any law of this State requires or permits any notice or demand to be given to or made upon a domestic corporation or a foreign corporation authorized to conduct activities in this State, its officers or trustees, the notice or demand may be sent by mail or otherwise, as the law may require, to the registered office of the corporation in this State, and the notice given or demand made shall be sufficient notice or demand.
c. The provisions of this section shall not exclude any other method provided by law for service of process upon a corporation, domestic or foreign, or for service of a notice or demand upon the corporation, its officers or trustees.
d. Whenever the law of this State requires that any certificate, report or statement made, published, filed or recorded by any corporation, domestic or foreign, state the residence address of any incorporator, trustee or officer, there must be furnished in the document the residence address of that person or other address, other than a postal designation, where the person regularly receives mail and which is not the address of the corporation.
L.1983, c. 127, s. 15A:4-2, eff. Oct. 1, 1983.
15A:4-3. Change of registered office or registered agent
15A:4-3. Change of Registered Office or Registered Agent.
a. A domestic corporation or a foreign corporation authorized to conduct activities in this State may change its registered office or its registered agent, or both. When the registered office is changed, or when the registered agent is changed, or dies, resigns or becomes disqualified, the corporation shall, by resolution of the board, forthwith fix the address of the new registered office or designate the successor registered agent or both, as the case may be.
b. The corporation shall forthwith file in the office of the Secretary of State a certificate executed on behalf of the corporation setting forth:
(1) The name of the corporation;
(2) If the registered agent is not being changed, the name of the registered agent;
(3) If the registered agent is being changed, the names of the registered agent being succeeded and of the successor registered agent;
(4) If the registered office is not being changed, the address of the then registered office;
(5) If the registered office is being changed, the address of the registered office immediately prior to the change, and the address of the new registered office;
(6) That the address of its registered office and the address of its registered agent will be identical after the change; and
(7) That the change in registered office, or registered agent, or both, is made pursuant to resolution of the board.
c. The registered agent of one or more domestic or foreign corporations may change the registered office of the corporation or corporations to another address in this State by filing in the office of the Secretary of State a certificate executed by the agent and setting forth:
(1) The names of all the corporations whose registered offices are being changed and for which it is the registered agent, listed in alphabetical order;
(2) The address of the registered office of each corporation immediately prior to the change, and the address of the new registered office;
(3) That the address of the registered office of each corporation and the address of its registered agent will be identical after the change; and
(4) A statement that at least 20 days' prior notice of the change has been given to each corporation in writing.
The change of the registered office of each of the corporations named in the certificate shall become effective upon the date of the filing or at a later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate.
d. (Deleted by amendment, P.L.1997, c.138).
L.1983, c.127, s.15A:4-3, eff. Oct. 1, 1983; amended 1997, c.138, s.1.
a. Every corporation organized under this title and every foreign corporation authorized to conduct activities in this State shall continuously maintain a registered office in this State, and a registered agent having an address identical with the registered office.
b. The registered office may be, but need not be, the same as a place where the corporation which it serves conducts activities.
c. The registered agent may be a natural person of the age of 18 years or more, or a domestic corporate entity or a foreign corporate entity authorized to conduct activities or transact business in this State, whether or not the agent corporation is organized for purposes for which a corporation may be organized under this title.
d. The designation of a resident office in this State and of a resident agent in charge thereof by any corporation as in force on the effective date of this act, shall be deemed to be the registered office or registered agent, respectively, with like effect as if made hereunder until changed pursuant to this act.
L.1983, c. 127, s. 15A:4-1, eff. Oct. 1, 1983.
15A:4-2. Function of registered agent and office; service of process, notice or demand
a. Every registered agent shall be an agent of the corporation which has appointed the agent, upon whom process against the corporation may be served and who shall deliver to the corporation all process, notices or demands received by the agent as agent for the corporation.
b. Whenever any law of this State requires or permits any notice or demand to be given to or made upon a domestic corporation or a foreign corporation authorized to conduct activities in this State, its officers or trustees, the notice or demand may be sent by mail or otherwise, as the law may require, to the registered office of the corporation in this State, and the notice given or demand made shall be sufficient notice or demand.
c. The provisions of this section shall not exclude any other method provided by law for service of process upon a corporation, domestic or foreign, or for service of a notice or demand upon the corporation, its officers or trustees.
d. Whenever the law of this State requires that any certificate, report or statement made, published, filed or recorded by any corporation, domestic or foreign, state the residence address of any incorporator, trustee or officer, there must be furnished in the document the residence address of that person or other address, other than a postal designation, where the person regularly receives mail and which is not the address of the corporation.
L.1983, c. 127, s. 15A:4-2, eff. Oct. 1, 1983.
15A:4-3. Change of registered office or registered agent
15A:4-3. Change of Registered Office or Registered Agent.
a. A domestic corporation or a foreign corporation authorized to conduct activities in this State may change its registered office or its registered agent, or both. When the registered office is changed, or when the registered agent is changed, or dies, resigns or becomes disqualified, the corporation shall, by resolution of the board, forthwith fix the address of the new registered office or designate the successor registered agent or both, as the case may be.
b. The corporation shall forthwith file in the office of the Secretary of State a certificate executed on behalf of the corporation setting forth:
(1) The name of the corporation;
(2) If the registered agent is not being changed, the name of the registered agent;
(3) If the registered agent is being changed, the names of the registered agent being succeeded and of the successor registered agent;
(4) If the registered office is not being changed, the address of the then registered office;
(5) If the registered office is being changed, the address of the registered office immediately prior to the change, and the address of the new registered office;
(6) That the address of its registered office and the address of its registered agent will be identical after the change; and
(7) That the change in registered office, or registered agent, or both, is made pursuant to resolution of the board.
c. The registered agent of one or more domestic or foreign corporations may change the registered office of the corporation or corporations to another address in this State by filing in the office of the Secretary of State a certificate executed by the agent and setting forth:
(1) The names of all the corporations whose registered offices are being changed and for which it is the registered agent, listed in alphabetical order;
(2) The address of the registered office of each corporation immediately prior to the change, and the address of the new registered office;
(3) That the address of the registered office of each corporation and the address of its registered agent will be identical after the change; and
(4) A statement that at least 20 days' prior notice of the change has been given to each corporation in writing.
The change of the registered office of each of the corporations named in the certificate shall become effective upon the date of the filing or at a later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate.
d. (Deleted by amendment, P.L.1997, c.138).
L.1983, c.127, s.15A:4-3, eff. Oct. 1, 1983; amended 1997, c.138, s.1.