2013 New Jersey Revised Statutes
Title 14A - CORPORATIONS, GENERAL
Section 14A:9-1 - Amendment of certificate of incorporation


NJ Rev Stat § 14A:9-1 (2013) What's This?

14A:9-1. Amendment of certificate of incorporation
(1) A corporation may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired so long as the amendment contains only such provisions as might lawfully be contained in an original certificate of incorporation filed at the time of making such amendment.

(2) In particular, and without limitation upon the general power of amendment granted by subsection 14A:9-1(1), a corporation may amend its certificate of incorporation

(a) To change its corporate name;

(b) To enlarge, limit, or otherwise change its corporate purposes or powers;

(c) To change the duration of the corporation, even if such duration has expired, to a limited or perpetual duration;

(d) To increase or decrease the aggregate number of shares or shares of any class or series of any class, which the corporation has authority to issue;

(e) To increase or decrease the par value of the authorized shares of any class having a par value, whether issued or unissued;

(f) To exchange, classify, reclassify or cancel all or any part of its shares, whether issued or unissued;

(g) To change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, limitations and the relative rights in respect of all or any part of its shares, whether issued or unissued;

(h) To change shares having a par value, whether issued or unissued, into the same or a different number of shares without par value, and to change shares without par value, whether issued or unissued, into the same or a different number of shares having a par value;

(i) To change the shares of any class or series, whether issued or unissued, and whether with or without par value, into a different number of shares of the same class or series or into the same or a different number of shares, either with or without par value, of other classes or series;

(j) To create new classes or series of shares having rights and preferences superior or inferior to, or equal with, the shares of any class or series then authorized, whether issued or unissued;

(k) To cancel or otherwise affect the right of the holders of the shares of any class or series to receive dividends which have accrued but have not been declared;

(l) To divide any class of shares, whether issued or unissued, into series and fix the designations of such series and the preferences, limitations and relative rights of the shares of such series;

(m) To authorize the board to divide authorized but unissued shares of any class into series and fix the designations and number of shares of such series and the preferences, limitations and relative rights of the shares of such series;

(n) To authorize the board to fix or change the designation or number of shares of, or preferences, limitations or relative rights of the shares of any theretofore established series the shares of which have not been issued;

(o) To revoke, diminish or enlarge the authority of the board to take any of the actions set forth in paragraphs 14A:9-1(2)(m) and 14A:9-1(2)(n);

(p) To limit, deny or grant to shareholders of any class the preemptive right to acquire additional or treasury shares of the corporation, whether then or thereafter authorized;

(q) To strike out, change or add any provision, not inconsistent with law, for the management of the business and the conduct of the affairs of the corporation, or creating, defining, limiting and regulating the powers of the corporation, its directors and shareholders or any class of shareholders, including any provision which under this act is required or permitted to be set forth in the by-laws.

(3) (Deleted by amendment, P.L. 1988, c. 94.)

L.1968, c.350; amended 1988,c.94,s.52.


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