N.J. Stat. tit. 15A, ch. 12

N.J. Stat. tit. 15A, ch. 12
in effect

N.J. Stat. § 15A:12-1 Methods of dissolution

a. A corporation may be dissolved in any one of the following ways: (1) by action of the incorporators or trustees pursuant to section 15A:12-2; (2) by action of the members pursuant to section 15A:12-3; (3) by action of the board and the members pursuant to section 15A:12-4; (4) by action of the board pursuant to section 15A:12-5; (5) by action of the members pursuant to section 15A:12-6; (6) by the filing of a certificate of dissolution pursuant to section 15A:12-7 upon expiration of any period of duration stated in the corporation's certificate of incorporation; (7) by a judgment of the Superior Court in an action brought pursuant to section 15A:12-11, 15A:12-12, or 15A:14-2 or otherwise; or (8) automatically by the Secretary of State revoking a certificate of incorporation as set forth in subsection c. of section 15A:4-5. b. A corporation which has been dissolved in a proceeding pursuant to section 15A:12-11 or 15A:12-12, or which has been dissolved, or the certificate of incorporation of which has been revoked, for a cause or by a method not mentioned in this section, shall be subject to all the provisions of this chapter and of chapter 14, to the extent that those provisions are compatible with a court-directed dissolution, or with the statute or common law proceeding pursuant to which the dissolution, or revocation is effected. L.1983, c. 127, s. 15A:12-1, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-2 Dissolution before commencing activities

a. A corporation may be dissolved by action of its incorporators when there has been no organization meeting of the board, or by the board if there has been an organization meeting, if the corporation: (1) has not commenced activities; (2) has no debts or other liabilities; and (3) has no assets or if it had assets, has distributed them according to a plan pursuant to section 15:12-8 less any part of the assets disbursed for expenses. b. The dissolution of a corporation shall be effected when a majority of the incorporators or trustees execute and file in the office of the Secretary of State an original and a copy of a certificate of dissolution stating: (1) the name of the corporation; (2) the name of the registered agent of the corporation; (3) the location of the registered office of the corporation; (4) the names of the incorporators and trustees constituting the first board; (5) that the corporation has not commenced activities and has no debts or other liabilities; (6) that the corporation has no assets or if it had assets, has distributed them according to a plan pursuant to section 15A:12-8, less any part of the assets disbursed for expenses; and (7) that a majority of the incorporators or trustees has elected that the corporation be dissolved. c. The Secretary of State shall accept for filing a certificate of dissolution pursuant to the provisions of this section without payment of a filing fee and shall make the name of the corporation available immediately for corporate use upon the filing of a certificate of dissolution pursuant to the provisions of this section. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:12-2, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-3 Dissolution without a meeting of members

A corporation may be dissolved by the written consent of all its members entitled to vote thereon. To effect the dissolution, the members shall adopt a plan of dissolution pursuant to section 15A:12-8 and shall execute and file in the office of the Secretary of State an original and a copy of a certificate of dissolution which shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:12-3, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-4 Dissolution pursuant to action of board and members

a. A corporation which has members entitled to vote on its dissolution may be dissolved by action of its board and its members as provided in this section. b. The board shall recommend that the corporation be dissolved, adopt a plan of dissolution pursuant to section 15A:12-8, and direct that the plan of dissolution be submitted to a vote at a meeting of members. c. Notice of the meeting shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this act for the giving of notice of meetings of members. d. At the meeting, a vote of the members shall be taken on the proposed plan of dissolution. The plan of dissolution shall be approved upon receiving the affirmative vote of two-thirds of the votes cast by the members of the corporation entitled to vote thereon, and, in addition, if any class is entitled to vote thereon as a class, the affirmative vote of two-thirds of the votes cast in each class vote. The voting requirements of this section shall be subject to the greater or lesser requirements as are adopted pursuant to section 15A:5-12. L.1983, c. 127, s. 15A:12-4, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-5 Dissolution pursuant to action of board

If there are no members of the corporation entitled to vote on the dissolution of the corporation, a corporation may be dissolved by the affirmative vote of two-thirds of its trustees at a meeting of the board. If dissolution is approved as provided in this section, a certificate of dissolution shall be executed on behalf of the corporation and an original and a copy shall be filed in the office of the Secretary of State. The certificate shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:12-5, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-6 Dissolution pursuant to provision in certificate of incorporation

a. The certificate of incorporation may provide that any member, any trustee, or any specified number of members or trustees or any class of members may effect the dissolution of the corporation at will or upon the occurrence of a specified event. The provision shall specify the procedures for adopting a plan of dissolution. The dissolution of the corporation may be effected by adopting a plan of dissolution pursuant to section 15A:12-8 and by filing an original and a copy of a certificate of dissolution in the office of the Secretary of State, executed as the certificate of incorporation may provide. The certificate of dissolution shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General. b. An amendment of the certificate of incorporation which adds, amends, or deletes a provision authorized by subsection a. of this section, shall be authorized at a meeting of members by a vote of all the members, or by a lesser vote, but not less than the vote set forth in paragraph 3 of subsection d. of section 15A:9-2, as may be specifically provided for in the certificate of incorporation for such amendment. c. If the corporation has no members entitled to vote on a dissolution of the corporation, the certificate of incorporation may provide that any trustee or any specified number of trustees may effect the dissolution of the corporation at will or upon the occurrence of a specified event. The provision shall specify the procedures for adopting a plan of dissolution. The dissolution of the corporation may be effected by adopting a plan of dissolution pursuant to section 15A:12-8 and by filing an original and a copy of a certificate of dissolution in the office of the Secretary of State, executed as the certificate of incorporation may provide. The certificate of dissolution shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General. d. An amendment of the certificate of incorporation which adds, amends, or deletes a provision authorized by subsection c. of this section, shall be authorized at a meeting of the trustees by a vote of all the trustees, or by a lesser vote not below two-thirds, as may be specifically provided for in the certificate of incorporation for such an amendment. L.1983, c. 127, s. 15A:12-6, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-7 Dissolution upon expiration of period of duration

A corporation shall not be dissolved when the period of duration stated in its certificate of incorporation expires until a plan of dissolution pursuant to subsection a. of section 15A:12-8 has been adopted and an original and a copy of a certificate of dissolution containing the information required by section 15A:12-10 executed on behalf of the corporation has been filed in the office of the Secretary of State. Upon written demand to the corporation by any trustee or member, a corporation whose duration has expired shall, within 60 days of the demand, file an original and a copy of a certificate of dissolution in the office of the Secretary of State unless within that time it amends its certificate of incorporation to extend its duration, as provided in paragraph (2) of subsection b. of section 15A:9-1. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:12-7, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-8 Plan of dissolution and disposition of assets

a. Every corporation which dissolves pursuant to section 15A:12-2, 15A:12-3, 15A:12-4, 15A:12-5, 15A:12-6 or 15A:12-7 shall adopt a plan of dissolution for the satisfaction of its liabilities and the distribution of its assets. The plan shall implement all provisions in the certificate of incorporation or bylaws prescribing the disposition of assets. b. The plan shall include, where appropriate, provisions to implement the following in the priority set forth below: (1) Payment and discharge of all liabilities and obligations of the corporation; (2) Compliance with all conditions of any tax exemption applicable to the corporation; (3) Return, transfer or conveyance of all assets received and held by the corporation upon condition that the assets be returned, transferred or conveyed upon dissolution of the corporation; (4) Transfer or conveyance of all assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon condition set forth in paragraph (3) of subsection b. of this section, to one or more domestic or foreign corporations engaged in activities substantially similar to those of the dissolving corporation or, if applicable, to a receiver to be held for the benefit of the public and for use in accordance with the limitations, or pursuant to a court order; (5) Distribution of all assets required by the corporation's certificate of incorporation or bylaws to be distributed to the members in the manner so specified; (6) Disposition of all other assets. c. If the corporation has no disposable assets at the time of dissolution, the plan of dissolution shall include a statement to that effect. L.1983, c. 127, s. 15A:12-8, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-9 Disposition of unclaimed assets

Any assets required to be distributed to any person who is unknown or cannot be found, or who is under a disability and for whom there is no legal representative, shall be paid into the Superior Court to be held for the benefit of the owners, subject to the order of the court. L.1983, c. 127, s. 15A:12-9, eff. Oct. 1, 1983.

N.J. Stat. § 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. L.1983, c. 127, s. 15A:12-10, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-11 Dissolution in action brought by the Attorney General

15A:12-11. Dissolution in Action Brought by the Attorney General. a. The Attorney General may bring an action in the Superior Court for the dissolution of a corporation upon the ground that the corporation: (1) Has procured its organization through fraudulent misrepresentation or concealment of a material fact; (2) Has had its certificate of incorporation revoked under subsection c. of section 15A:4-5 (failure to file its annual report); (3) Has conducted activities after the period of duration specified in its certificate of incorporation and has neither amended its certificate of incorporation to extend the period nor proceeded to liquidate and cease activities; (4) Has repeatedly exceeded the authority conferred upon it by law; (5) Has repeatedly conducted its business in an unlawful manner; (6) Has misused or improperly failed to use its powers, privileges or franchises; (7) Is insolvent; (8) Has suspended its ordinary activities for lack of funds; (9) Is conducting its activities in violation of its certificate of incorporation or, with respect to specific assets, in violation of any terms, conditions, or restrictions applicable to those assets imposed upon it; (10) Is conducting its activities at a great loss and with great prejudice to the interests of its creditors or members; or (11) Is conducting activities in a manner which is prejudicial to the public. b. The Superior Court may proceed in the action in a summary manner or otherwise. Upon a showing by clear and convincing evidence of any cause set forth in subsection a. of this section, the court may declare the corporation dissolved and a copy of the order of the court may be filed in the office of the Secretary of State as evidence thereof. c. The enumeration in subsection a. of this section of grounds for dissolution shall not exclude any other statutory or common law action by the Attorney General for the dissolution of a corporation or the revocation or forfeiture of its corporate franchises. L.1983, c.127, s.15A:12-11, eff. Oct. 1, 1983; amended 1997, c.139, s.4.

N.J. Stat. § 15A:12-12 Involuntary dissolution; other remedies

a. The Superior Court, in an action brought under this section, may appoint a custodian, appoint a provisional trustee, order a sale of the corporation's assets as provided below, or enter a judgment dissolving the corporation, upon proof that: (1) The members of the corporation are so divided in voting power that, for a period which includes the time when two consecutive annual or biennial meetings were or should have been held they have failed to elect successors to trustees whose terms have expired or would have expired upon the election and qualification of their successors; or (2) The trustees of the corporation, or the person or persons having the management authority (if a provision in the corporation's certificate of incorporation contemplated by subsection b. of section 15A:5-19 is in effect) are unable to effect action on one or more substantial matters respecting the management of the corporation's affairs; or (3) There is internal dissension and two or more factions of members are so divided that dissolution would be beneficial to the members; or (4) The trustees or members in control of the corporation have looted or wasted corporate assets, have perpetuated the corporation solely for their personal benefit, or have otherwise acted in an illegal, oppressive or fraudulent manner; or (5) The corporation is no longer able to carry out its purposes. b. An action may be brought under this section by one or more trustees or by one or more members. In the action, in the case of appointment of a custodian or a provisional trustee, the court may proceed in summary manner or otherwise. c. One or more provisional trustees may be appointed if it appears to the court that the appointment may be in the best interests of the corporation and its members, notwithstanding any provisions in the corporation's bylaws, certificate of incorporation, or any resolutions adopted by the board or members. A provisional trustee shall have all the rights and powers of a duly elected trustee of the corporation, including the right to notice of and to vote at meetings of trustees until the time as the provisional trustee shall be removed by order of the court, or unless otherwise ordered by the court, by a vote or written consent of a majority of the votes entitled to be cast by the members entitled to vote to elect trustees or where the corporation has no members, by a vote or written consent of a majority of the votes entitled to be cast by the trustees entitled to elect trustees. d. A custodian may be appointed if it appears to the court that the appointment may be in the best interests of the corporation and its members, notwithstanding any provisions in the corporation's bylaws, certificate of incorporation, or any resolutions adopted by the members or the board. Subject to any limitations which the court imposes, a custodian shall be entitled to exercise all of the powers of the corporation and its officers to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors, until the time as the custodian shall be removed by order of the court or, unless otherwise ordered by the court, by the vote or written consent of a majority of the votes entitled to be cast by members entitled to vote to elect trustees or where the corporation has no members, by a vote or written consent of a majority of the votes entitled to be cast by the trustees entitled to elect trustees. The powers may be exercised directly or through, or in conjunction with, the corporation's board or officers, in the discretion of the custodian or as the court may order. If so provided in the order appointing the custodian, a custodian shall have the fact-determining powers of a receiver as provided in subsections e. and f. of section 15A:14-5. e. Any custodian or provisional trustee shall be an impartial person who is neither a member nor a creditor of the corporation or of any subsidiary or affiliate of the corporation. f. Any custodian or provisional trustee shall report from time to time to the court concerning the matter complained of, or the status of the deadlock, if any, and of the status of the corporation's business, as the court shall direct. In addition, that person shall submit to the court, if so directed, recommendations as to the appropriate disposition of the action. If, after the appointment of a custodian or provisional trustee, the court determines that a judgment of dissolution is in the best interests of the members of the corporation, a judgment shall be entered. The court may continue any custodian or provisional trustee in the office subsequent to the entry of a judgment of dissolution and until the time as the affairs of the corporation are wound up, or it may appoint that person or another as receiver, as provided in section 15A:12-18. g. In any proceeding under this section, the court shall allow reasonable compensation to the custodian or provisional trustee for services and reimbursement or direct payment of the reasonable costs and expenses, which amounts shall be paid by the corporation. h. In determining whether to enter a judgment of dissolution in an action brought under this section, the court shall take into consideration whether the corporation is operating in the best interests of its members, but shall not deny entry of a judgment solely on that ground. i. If the court determines that any party to an action brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, it may in its discretion award reasonable expenses, including counsel fees incurred in connection with the action, to the injured party or parties. L.1983, c. 127, s. 15A:12-12, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-13 Discontinuance of action or special proceeding

An action or special proceeding for the dissolution of a corporation may be discontinued at any stage when it is established that the cause for dissolution did not exist or no longer exists. In that event, the court shall dismiss the action or special proceeding and direct any receiver, appointed pursuant to this chapter, or other court appointed officer, to redeliver to the corporation all its remaining property. L.1983, c. 127, s. 15A:12-13, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-14 Effective time of dissolution

A corporation is dissolved: a. Upon the proclamation of the Secretary of State issued pursuant to subsection c. of section 15A:4-5; or b. When an original and a copy of a certificate of dissolution is filed in the office of the Secretary of State pursuant to section 15A:12-2, 15A:12-7, or 15A:12-10, except when a later time not to exceed 30 days after the date of filing is specified in the certificate of dissolution; or c. When a judgment of forfeiture of corporate existence or of dissolution is entered by a court of competent jurisdiction. L.1983, c. 127, s. 15A:12-14, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-15 Effect of dissolution

a. Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not carry on activities except for the purpose of winding up its affairs by: (1) Collecting its assets; (2) Fulfilling or discharging its contracts; (3) Conveying for cash or upon deferred payments, with or without security, those of its assets as are not to be distributed in kind to its members; (4) Paying, satisfying and discharging its debts and other liabilities; and (5) Doing all other acts required to liquidate its activities and affairs. b. Subject to the provisions of subsection a. of this section, and except as otherwise provided by court order, the corporation, its officers, trustees and members shall continue to function for the purpose of winding up the affairs of the corporation in the same manner as if dissolution had not occurred. In particular, and without limiting the generality of the foregoing: (1) The trustees of the corporation shall not be deemed to be trustees of its assets and shall be held to no greater standard of conduct than that prescribed by section 15A:6-14; (2) Title to the corporation's assets shall remain in the corporation until transferred by it in the corporate name; (3) The dissolution shall not change quorum or voting requirements for the board or members, nor shall it alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, trustees or officers, or provisions regarding amendment or repeal of bylaws or adoption of new bylaws; (4) Memberships which were transferable prior to the dissolution may thereafter be transferred; (5) The corporation may sue and be sued in all courts and participate in actions and proceedings, whether judicial, administrative, arbitrative or otherwise, in its corporate name, and process may issue by and against the corporation in the same manner as if dissolution had not occurred; (6) No action brought against any corporation prior to its dissolution shall abate by reason of the dissolution. c. The dissolution of a corporation shall not affect any remedy available to or against the corporation, its trustees, officers or members, for any right or claim existing or any liability incurred before the dissolution, except as provided in section 15A:12-12 (jurisdiction of Superior Court to supervise dissolution and liquidation) or 15A:12-19 (filing or barring claims). L.1983, c. 127, s. 15A:12-15, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-16 Revocation of dissolution proceedings

a. Dissolution proceedings commenced pursuant to section 15A:12-3, 15A:12-4, 15A:12-5, 15A:12-6, or 15A:12-7 may be revoked at any time within 60 days after the effective time of dissolution, as determined pursuant to section 15A:12-14, if no disposition of corporate assets has been made and no proceeding pursuant to section 15A:12-21 is pending, by filing in the office of the Secretary of State an original and a copy of a certificate of revocation signed, in person or by proxy, by all of the members or, if there are no members entitled to vote thereon, by all of the trustees, stating that revocation is effective pursuant to subsection a. of this section and that all the members or, if there are no members entitled to vote thereon, all of the trustees of the corporation have signed the certificate, in person or by proxy. In the case of a corporation dissolved pursuant to section 15A:12-7, the certificate must be accompanied by an original and a copy of a certificate of amendment executed by the same persons executing the certificate of revocation containing the information set forth in subsection b. of section 15A:9-4 and extending the period of duration for a specified or indefinite period of time. The Secretary of State shall forward the copy of the certificate to the Attorney General. b. In addition to the procedures for revocation of dissolution set forth in subsection a. of this section, corporations having dissolved pursuant to section 15A:12-3, 15A:12-4 or 15A:12-5 may also revoke the dissolution at any time within 60 days after the effective time of dissolution, as determined pursuant to section 15A:12-14, if no disposition of corporate assets has been made and no proceeding pursuant to section 15A:12-21 is pending, in the following manner: (1) The board of trustees shall call a meeting of members to vote upon the question of revocation of the dissolution proceedings, and in connection with the meeting, the members shall be given the same notice, and the revocation shall be approved by the same vote, as that required by section 15A:12-4 for the approval of dissolution; if there are no members entitled to vote on the revocation, the trustees must approve the revocation at a meeting of the board by the same vote as that required by section 15A:12-5 for the approval of the dissolution; (2) If the members or trustees approve the revocation, an original and a copy of a certificate of revocation shall be executed on behalf of the corporation and shall be filed in the office of the Secretary of State, and the certificate shall state: (a) that dissolution is revoked pursuant to subsection b. of section 15A:12-16; (b) the matters required by subsections a., b., c., and d. of section 15A:12-10; (c) if the revocation of the dissolution is effected by the written consent of all of its members or all of its trustees, that the certificate has been signed in person or by proxy by all the members entitled to vote thereon or by all of the trustees of the corporation; and (d) if the revocation of the dissolution is effected by action of its board and its members, the text of the board resolution authorizing revocation, the date and place of the meeting of members called to vote upon the revocation, the total number of members entitled to vote on the revocation, the number of members present at the meeting, the number of votes voted for and voted against the revocation and, where applicable, the number of votes in each class voted for and voted against the revocation. The Secretary of State shall forward the copy to the Attorney General; (3) If approval of the dissolution of a corporation is required by a governmental body or officer, and the approval has been given, approval of the revocation of that body or officer must be filed with the certificate of revocation. L.1983, c. 127, s. 15A:12-16, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-17 Effect of revocation of dissolution

a. Upon the filing of an original and a copy of a certificate of revocation as authorized by this act, the revocation of dissolution proceedings shall become effective, and the corporation may, subject to the provisions of subsection b. of this section, again conduct activities in the same manner as if the dissolution proceedings had never been commenced. b. If, pursuant to subsection d. of section 15A:2-2, a dissolved corporation has filed a written consent to the adoption of its name or a confusingly similar name by another, the subsequent revocation of dissolution proceedings pursuant to this section shall not restore the dissolved corporation's right to the use of its name. L.1983, c. 127, s. 15A:12-17, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-18 Notice to creditors; filing claims

a. At any time after a corporation has been dissolved, the corporation, or a receiver appointed for the corporation pursuant to this chapter, may give notice requiring all creditors to present their claims in writing. The notice shall be published three times, once in each of 3 consecutive weeks, in a newspaper of general circulation in the county in which the registered office of the corporation is located and shall state that all persons who are creditors of the corporation shall present written proof of their claims to the corporation or the receiver, as the case may be, at a place and on or before a date named in the notice, which date shall not be less than 6 months after the date of the first publication. b. On or before the date of the first publication of the notice as provided in subsection a. of this section, the corporation, or the receiver, as the case may be, shall mail a copy of the notice to each known creditor of the corporation. The giving of the notice shall not constitute recognition that any person to whom the notice is directed is a creditor of the corporation other than for the purpose of receipt of notice hereunder. c. As used in this section, "creditor" means all persons to whom the corporation is indebted, and all other persons who have claims or rights against the corporation, whether liquidated or unliquidated, matured or unmatured, direct or indirect, absolute or contingent, secured or unsecured. d. Proof of the publication and mailing authorized by this section shall be made by an affidavit filed in the office of the Secretary of State. L.1983, c. 127, s. 15A:12-18, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-19 Barring of claims of creditors

a. Any creditor as defined in subsection c. of section 15A:12-18 who does not file a claim as provided in the notice given pursuant to section 15A:12-18, and all those claiming through or under that creditor, shall be forever barred from suing on the claim or otherwise realizing upon or enforcing it except, in the case of a creditor who shows good cause for not having previously filed a claim, to the extent as the Superior Court may allow: (1) Against the corporation to the extent of any undistributed assets; or (2) If the undistributed assets are not sufficient to satisfy the claim, against a member or other person, corporation or corporate business entity to the extent of the distributee's ratable part of the claim, out of the assets of the corporation distributed to the distributee in liquidation or dissolution. b. This section shall not apply to claims which are in litigation on the date of the first publication of the notice pursuant to section 15A:12-18. L.1983, c. 127, s. 15A:12-19, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-20 Disposition of rejected claims

If the corporation, or the receiver of a corporation appointed pursuant to this chapter, rejects in whole or in part any claim filed by a creditor, as defined in subsection c. of section 15A:12-18, the corporation or the receiver, as the case may be, shall mail notice of the rejection to the creditor. If the creditor does not bring suit upon the claim within 60 days from the time the notice was mailed, the creditor and all those claiming through or under that creditor shall, except as otherwise provided in this chapter, be forever barred from suing on the claim or otherwise realizing upon or enforcing it. Proof of the mailing required by this section shall be made by an affidavit filed in the office of the Secretary of State. L.1983, c. 127, s. 15A:12-20, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-21 Jurisdiction of the superior court

At any time after a corporation has been dissolved in any manner, a creditor, as defined in subsection c. of section 15A:12-18, or a member of the corporation, or, where there are no members, a trustee of the corporation, or the corporation itself, may apply to the Superior Court for a judgment that the affairs of the corporation and the liquidation of its assets continue under the supervision of the court. The court shall have power to proceed in a summary manner or otherwise upon the application, and shall make orders and judgments as may be required including, but not limited to, the continuance of the liquidation of the corporation's assets by its officers and trustees under the supervision of the court, or the appointment of a receiver of the corporation, who shall be vested with all the powers provided in Chapter 14 to be exercised by receivers appointed to liquidate the affairs of a corporation. L.1983, c. 127, s. 15A:12-21, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-22 Judgment of dissolution; filing copy

A copy of every judgment dissolving a corporation or forfeiting its charter shall be forthwith filed by the clerk of the court in the office of the Secretary of State, and a notation thereof shall be made by the Secretary of State on the charter or certificate of incorporation of the corporation affected. The Secretary of State shall notify the Attorney General of the action. L.1983, c. 127, s. 15A:12-22, eff. Oct. 1, 1983.

N.J. Stat. § 15A:12-23 Dissolution upon liquidation

No corporation shall be completely liquidated and all of its assets distributed unless provision is made for the dissolution of the corporation and the payment of all fees, taxes, and other expenses incidental thereto. L.1983, c. 127, s. 15A:12-23, eff. Oct. 1, 1983.
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