N.J. Stat. tit. 14A, ch. 1

N.J. Stat. tit. 14A, ch. 1
in effect

N.J. Stat. § 14A:1-1 Short title; purposes; rules of construction; variation

(1) This act shall be known and may be cited as the "New Jersey Business Corporation Act." (2) This act shall be liberally construed and applied to promote its underlying purposes and policies. (3) Underlying purposes and policies of this act are, among others, (a) to simplify, clarify and modernize the law governing corporations; (b) to provide a general corporate form for the conduct of lawful business with such variations and modifications from the form so provided as the interested parties in any corporation may agree upon, subject only to over-riding interests of this State and of third parties; and (c) to give special recognition to the legitimate needs of the close corporation. (4) The presence in certain provisions of this act of the words "unless otherwise provided in the certificate of incorporation" or "unless otherwise provided in the certificate of incorporation or by-laws," or words of similar import, does not imply that the effect of other provisions may not be varied by provisions in the certificate of incorporation or by-laws. L.1968, c.350.

N.J. Stat. § 14A:1-2.1 Definitions.

14A:1-2.1. Definitions. As used in this act, unless the context otherwise requires, the term: (a) "Act" or "this act" means the "New Jersey Business Corporation Act" and includes all amendments and supplements thereto. (b) "Attorney General" means the Attorney General of New Jersey. (c) "Authorized shares" means the shares of all classes and series which the corporation is authorized to issue. (d) "Board" means board of directors. "Entire board" means the total number of directors which the corporation would have if there were no vacancies. (e) "Bonds" includes secured and unsecured bonds, debentures, notes and other written obligations for the payment of money. (f) "Certificate of incorporation" includes: (i) the original certificate of incorporation or any other instrument filed or issued under any statute to form a domestic or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or by other certificates or instruments filed or issued under any statute; and (ii) a special act or charter creating a domestic or foreign corporation, as amended, supplemented or restated. (g) "Corporation" or "domestic corporation" means a corporation for profit organized under this act, or existing on its effective date and theretofore organized under any other law of this State for a purpose or purposes for which a corporation may be organized under this act. (h) "Director" means any member of the governing board of a corporation, whether designated as director, trustee, manager, governor, or by any other title. (i) "Foreign corporation" means a corporation for profit organized under the laws of a jurisdiction other than this State, including any state or territory of the United States or the District of Columbia, the United States or any foreign country or other foreign jurisdiction. (j) "Resolution" means any action taken or authority granted by the shareholders, the board, or a committee of the board, regardless of whether evidenced by a formal resolution. (k) "Secretary of State" means the Secretary of State of New Jersey. (l) "Shareholder" means one who is a holder of record of shares in a corporation. (m) "Shares" means the units into which the proprietary interests in a corporation are divided. (n) "Subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation. (o) "Subsidiary" means a domestic or foreign corporation whose outstanding shares are owned directly or indirectly by another domestic or foreign corporation in such number as to entitle the holder at the time to elect a majority of its directors without regard to voting power which may thereafter exist upon a default, failure or other contingency. (p) "Treasury shares" means shares of a corporation which have been issued, and have been subsequently acquired by the corporation under circumstances which do not result in cancellation. Treasury shares are issued shares, but not outstanding shares. (q) "Other business entity" means a partnership, limited liability company, statutory trust, business trust or association, real estate investment trust, common-law trust, national association, or any other unincorporated business, whether organized under the laws of this State or under the laws of any other state or territory of the United States or the District of Columbia, the United States or any foreign country or other foreign jurisdiction. (r) "Votes cast" means all votes cast in favor of and against a particular proposition, but shall not include abstentions. Amended 1995, c.279, s.1; 2009, c.158, s.1.

N.J. Stat. § 14A:1-3 Application of act

This act shall apply to (1) every corporation which is organized under this act; (2) every corporation which reincorporates under this act pursuant to section 14A:1-4; (3) every corporation which was organized under or became subject to, any heretofore enacted law of this State with respect to which power to amend or repeal was reserved to the Legislature, and which provided for the organization of a corporation or corporations for a purpose or purposes for which a corporation may be organized under this act; (4) every corporation organized under or subject to any other law of this State providing for the organization of corporations for any purpose for which a corporation may not be organized under this act (a) to the extent that this act provides that this act shall be applicable, in whole or in part, to any such corporation; or (b) to the extent that the law applicable to any such corporation provides that this act shall be applicable to any such corporation; (5) foreign corporations to the extent provided in this act; and (6) commerce with foreign nations and among the several states, and to foreign corporations, including those formed by or under any act of Congress, only to the extent permitted under the Constitution and laws of the United States. L.1968, c.350.

N.J. Stat. § 14A:1-4 Reincorporation under this act by certain corporations organized under special acts

Any corporation which has been organized by special act of the Legislature for any of the purposes permitted by this act, and to which this act does not apply pursuant to section 14A:1-3, may come under and be subject to the provisions of this act, and continue in existence and operation as if organized hereunder, by amending its certificate of incorporation pursuant to the provisions of this act and filing a certificate of such amendment in the office of the Secretary of State, together with a certificate waiving any right of exemption from taxation and from privileges and advantages arising under such special act of incorporation. Thereupon, such corporation shall be deemed to be incorporated under this act and to be free from the liabilities and provisions of the act or acts under which it was formerly incorporated. Nothing in this section shall be held to affect such transactions, liabilities or debts of any such corporations, occurring before the filing of such certificate. L.1968, c.350.

N.J. Stat. § 14A:1-5 Reservation of power

This act may be supplemented, altered, amended or repealed by the Legislature, and every corporation, domestic or foreign, to which this act applies shall be bound thereby. L.1968, c.350.

N.J. Stat. § 14A:1-6 Execution, filing and recording of documents

14A:1-6. Execution, filing and recording of documents. (1) If a document relating to a domestic or foreign corporation is required or permitted to be filed in the office of the Secretary of State under this act: (a) The document shall be in the English language, shall be typed or machine printed, except that the corporate name need not be in the English language if written in English letters or Arabic or Roman numerals, and except that this requirement shall not apply to a certificate of good standing under paragraph 14A:2-4(2)(b), section 14A:2-5, or subsection 14A:13-4 (2). (b) The filing shall be accomplished by delivering the document to the office of the Secretary of State, together with the fees and any accompanying documents required by law. Thereupon, the Secretary of State shall endorse the document with the word "Filed" with his official title and shall file it in his office. Each document accepted for filing shall be deemed filed as of the latest date and time of receipt stamped upon it pursuant to subsection (7) of this section. If a document was erroneously rejected for filing by the Secretary of State or for any other reason the latest "received" date would not properly reflect the filing date, the Secretary of State shall, upon request, mark the document "Filed" as of the correct date. (c) The transaction in connection with which the document has been filed shall be effective at the time of filing, unless a subsequent effective time is set forth in such document pursuant to any other provision of this act, in which case such transaction shall be effective at the time so specified, which shall in no event be later than 90 days after the date of filing. (2) If a document relating to a domestic corporation or a foreign corporation is required or permitted to be filed under this act and is also required by this act to be executed on behalf of such corporation, the document shall be signed by the chairman of the board, or the president or a vice-president. The name of any person so signing such a document, and the capacity in which he signs, shall be stated beneath or opposite his signature. The document may, but need not, contain (a) The corporate seal; or (b) An attestation by the secretary or an assistant secretary of the corporation; or (c) An acknowledgment or proof. If the corporation is in the hands of a receiver, trustee, or other court appointed officer, the document shall be signed by such fiduciary or the majority of them, if there are more than one. (3) (Deleted by amendment, P.L.1988, c.94.) (4) The Secretary of State shall record all documents, excepting annual reports, which relate to or in any way affect corporations, and which are required or permitted by law to be filed in his office. The recording may be effected by typewritten copy, or by photographic, microphotographic or microfilming process, or in such other manner as may be provided by law. Such records shall be kept in a place separate and away from the place where the originals are filed. (5) If any instrument filed with the Secretary of State under any provision of this act is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, such instrument may be corrected by filing with the Secretary of State a certificate of correction executed on behalf of the corporation. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the correction. The instrument so corrected shall be deemed to have been effective in its corrected form as of its original filing date except as to persons who relied upon the inaccurate portion of the certificate and who are adversely affected by the correction; the correction shall be effective as to such persons as of the effective date of filing of the certificate of correction. (6) Whenever this act requires that any certificate, report or statement made, published or recorded by any corporation, domestic or foreign, state the residence or post office address of any incorporator, shareholder, director or officer, there may be furnished in the document either the home address or the business address of the person. (7) All documents submitted or resubmitted to the Secretary of State shall be stamped immediately with the word "Received" together with the date and time of receipt. L.1968, c.350; amended 1973,c.366,s.1; 1988,c.94,s.2; 1995,c.279,s.2.

N.J. Stat. § 14A:1-7 Repeal of prior acts

The repeal by this act of the whole or any part of any act under which there was organized any corporation in existence on the effective date of this act, shall not work a dissolution of such corporation, but such corporation, its officers, directors and shareholders shall have the same rights, and shall be subject to the same limitations, restrictions, liabilities and penalties as those prescribed by this act for corporations organized under this act, their officers, directors and shareholders. L.1968, c.350.

N.J. Stat. § 14A:1-8 Notices.

14A:1-8. In computing the period of time for the giving of any notice required or permitted by this act, or by a certificate of incorporation or by-laws or any resolution of directors or shareholders, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included. If notice is given by mail, the notice shall be deemed to be given when deposited in the mail addressed to the person to whom it is directed at his last address as it appears on the records of the corporation, with postage prepaid thereon. Any notice required or permitted to be given under this act by electronic transmission as defined in section 2 of P.L.2009, c.176 (C.14A:1-8.1), mail or by certified mail, return receipt requested, may be given by personal delivery to the person to whom it is directed. Amended 1988, c.94, s.3; 2009, c.176, s.1.

N.J. Stat. § 14A:1-8.1 Provision of certain notices by electronic transmission.

2. (1) Any notice required or permitted pursuant to the provisions of N.J.S.14A:1-1 et seq., or by a certificate of incorporation or by-laws or any resolution of directors or shareholders, may be provided by electronic transmission as follows: (a) Any notice to shareholders given by the corporation pursuant to any provision of N.J.S.14A:1-1 et seq., or by a certificate of incorporation or by-laws or any resolution of directors or shareholders, shall be effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given. (i) Any consent given pursuant to paragraph (a) of this subsection shall be revocable by the shareholder by written notice, and not electronic transmission, to the corporation. (ii) Any consent given pursuant to paragraph (a) of this subsection shall be deemed revoked if: (A) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with the shareholder's consent; and (B) that inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice following the second missed delivery; provided, however, the inadvertent failure to treat that inability as a revocation shall not invalidate any meeting or other action. (b) Any notice to shareholders given by the corporation pursuant to any provision of N.J.S.14A:1-1 et seq., or by a certificate of incorporation or by-laws or any resolution of directors or shareholders, shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the shareholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the shareholder of that specific posting, upon the later of (A) that posting; or (B) the giving of the separate notice; or (iv) if by any other form of electronic transmission, when directed to the shareholder. (c) An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence that the notice has been given. (d) For purposes of this section, "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, an electronic network pursuant to N.J.S.14A:5-28, that creates a record that may be retained, retrieved and reviewed by a recipient, and that may be directly reproduced in paper form by that recipient through an automated process. (2) This section shall not apply to notices required or permitted pursuant to N.J.S.14A:6-5, N.J.S.14A:7-3, N.J.S.14A:12-10, N.J.S.14A:12-12 or N.J.S.14A:14-15. L.2009, c.176, s.2; amended 2021, c.238, s.2.

N.J. Stat. § 14A:1-9 Certificates and certified copies.

(1) Upon request of any person, the Secretary of State shall furnish certified copies of documents filed in his office in accordance with the provisions of this act. (2) Upon request of any person, the Secretary of State shall certify to the existence or non-existence of any facts on record in his office relating to domestic or foreign corporations. (3) In addition, the Secretary of State shall provide information and documents upon telephone request and over the counter in accordance with sections 3 and 4 of P.L. 1982, c. 150 (C. 52:16A-37 and C. 52:16A-38). L.1968, c.350; amended 1988, c. 94, s. 4.

N.J. Stat. § 14A:1-10 Filing documents by telecopy

14A:1-10. Filing documents by telecopy. (1) The Secretary of State may accept for filing by means of telecopy any document required or permitted to be filed in the office of the Secretary of State. (2) The Secretary of State shall charge a fee for the filing of a document by telecopy, which fee shall be in addition to the usual fee charged for filing the document. (3) "Telecopy" means any method or means adopted by the Secretary of State for the transmission or receipt of facsimile documents. L.1988, c.94, s.5; amended 1995,c.279,s.3.

N.J. Stat. § 14A:1-11 Preclearance of documents to be filed

Any document required to be filed under this act may be submitted to the Secretary of State for review prior to the time the document is formally filed. The Secretary of State shall determine whether the document is acceptable for filing and, if it is not acceptable, shall state why it is not acceptable. The Secretary of State shall charge a fee for the preclearance of documents. L. 1988, c. 94, s. 6.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.njleg.state.nj.us/legislative-activity/statutesFetched: 10/17/2026