N.J. Stat. § 15A:12-10

Current through L. 2024, c. 87.

Section 15A:12-10 - Certificate of dissolution; contents; approval

Upon authorization of dissolution in the manner specified in this chapter, a certificate of dissolution shall be executed and an original and a copy of the certificate shall be filed in the office of the Secretary of State in accordance with the section of this act pursuant to which the dissolution is authorized. The Secretary of State shall forward the copy to the Attorney General. The certificate of dissolution shall set forth:

a. The name of the corporation;

b. The name of the registered agent of the corporation;

c. The location of the registered office of the corporation;

d. The name and address of each of its officers and trustees, which addresses shall be either the residence address of such person or other address where that person regularly receives mail and which is not the address of the corporation;

e. The plan of dissolution;

f. That the corporation elects to dissolve;

g. The manner in which the dissolution was authorized;

h. A statement that the liabilities of the corporation have been discharged, or that adequate provision has been made therefor, or that the assets of the corporation are not sufficient to discharge its liabilities, and that all the assets of the corporation have been fairly applied, to the extent possible, to pay the liabilities;

i. If the dissolution is effected by the written consent of all its members pursuant to section 15A:12-3 or of all its trustees pursuant to section 15A:12-5, that the certificate has been signed in person or by proxy by all the members entitled to vote thereon or by all the trustees of the corporation;

j. If the dissolution is effected pursuant to section 15A:12-4, the text of the board resolution authorizing dissolution, the date and place of the meeting of members called to vote upon the dissolution, the total number of members entitled to vote on the dissolution and the number of members present at the meeting, the number of votes voted for and voted against the dissolution and, where applicable, the number of votes in each class voted for and voted against the dissolution;

k. If the dissolution is effected pursuant to section 15A:12-6, 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;

l . If the dissolution is effected pursuant to section 15A:12-7, the fact that the corporation is dissolved because of expiration of the period of duration stated in its certificate of incorporation or bylaws; and

m. A statement that the plan of dissolution and the distribution of assets has been approved by a judge of the Superior Court or by a governmental body or officer if such approval is required.

N.J.S. § 15A:12-10

L.1983, c.127, s.15A:12-10, eff. 10/1/1983.