N.J. Stat. § 48:12-150
When the holders of a majority of the capital stock of a railroad company which has no bonded indebtedness and does not receive for the operation of its road money sufficient to pay expenses or has not commenced or fully completed the construction of its railroad, or when two-thirds in interest of all the stockholders, whether with or without voting powers and without regard to class, of a railroad company of this State which has, with the consent or approval of the Board of Public Utility Commissioners of this State, ceased the operation of the whole of its railroad, shall determine to dissolve the company, such company may be dissolved by filing with the Secretary of State a certificate of such determination under its corporate seal attested by its president and secretary with the consent in writing signed by said majority or two-thirds of stockholders or their respective proxies, verified by the secretary of such company.
Upon the filing of such certificate the corporation shall be dissolved and all its rights and franchises shall be ended. Thereupon the directors shall, as trustees for the creditors and stockholders, sell and convert into cash all its property and assets and apply the proceeds thereof to the debts of the company and the necessary expenses of the trustees and distribute any balance among the shareholders.
The State Treasurer shall pay to the trustees any money of the company deposited with him when the certificate of incorporation or survey of route was filed, upon the production of a copy of the certificate of dissolution and the filing with him of an affidavit of the president, secretary and treasurer of the company that all its debts have been paid.
N.J.S. § 48:12-150