2013 New Jersey Revised Statutes
Title 14A - CORPORATIONS, GENERAL
Section 14A:12-1 - Methods of dissolution


NJ Rev Stat § 14A:12-1 (2013) What's This?

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.


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