N.J. Stat. tit. 17, ch. 26

N.J. Stat. tit. 17, ch. 26
in effect

N.J. Stat. § 17:26-1 Change of name, extension of corporate existence or amendment of charter or certificate of incorporation; procedure

Any insurance company of this State, whether incorporated under the provisions of this chapter or under the provisions of any special act, may change its name, extend its corporate existence, either before or after the expiration of the period limited for its duration or amend its charter or certificate of incorporation as follows: The board of directors shall pass a resolution declaring that the amendment, change or alteration is advisable and calling a meeting of the stockholders or members to take action thereon. The meeting shall be held upon the notice the by-laws provide, or, in the absence of such provision, upon ten days' notice in writing given personally or by mail to each stockholder or member. If two-thirds in interest of the stockholders, or, in the case of a mutual company, two-thirds of the members, vote in favor of the amendment, change or alteration, a certificate thereof shall be signed by the president or a vice-president and secretary under the corporate seal and be acknowledged or proved as in the case of deeds of real estate. The certificate shall be submitted to the Attorney-General for his approval, as provided for certificates of incorporation. When so approved, it shall be filed in the department, whereupon the charter or certificate of incorporation shall be deemed to be amended accordingly. The certificate to be made and filed pursuant to this section shall contain only such provisions as it would be lawful and proper to insert in an original certificate of incorporation made at the time of making the amendment, change or alteration, and no change shall be made in the charter or certificate of incorporation of any insurance company whereby the rights, remedies or security of existing creditors shall be in any manner impaired. In all cases where the charter of a company may have expired by limitation of the period set forth in its certificate of incorporation or in the special act creating it, an affidavit of the presiding officer and secretary of the company that it is at the time either actually engaged in, or has provided for, the conduct of the business for which it was incorporated shall be filed in the office of the Department of Banking and Insurance. Such affidavit shall be filed any time within one year from the date of expiration of the period limited for its duration. The certificate to be made and filed pursuant to the provisions of this act, or a copy thereof, duly certified by the Commissioner of Banking and Insurance, shall be evidence in all courts and places. When a certificate extending the charter or period of corporate existence of any insurance company has been filed as provided in this section, the charter or period of corporate existence of said insurance company shall be extended as therein provided from the date of the expiration of its said charter or period of corporate existence, and all acts done by such insurance company after the expiration of its said charter or period of corporate existence shall be validated upon the filing of such certificate extending the same. Amended by L.1940, c. 82, p. 206, s. 1.

N.J. Stat. § 17:26-1.1 Mutual companies; amendment of charter or certificate of incorporation

Any mutual insurance corporation heretofore or hereafter incorporated under any general or special law of this State may change its name, extend its corporate existence or amend its charter or certificate of incorporation; provided, such amendment, change or alteration, shall not be inconsistent with the Constitution and laws of this State, in the manner provided by section 17:26-1 of the Revised Statutes, or, if it so elects, in the following manner: (a) The board of directors shall by a vote of not less than 2/3 of its number adopt the proposed amendment, change or alteration and thereupon a certificate of such adoption setting forth such amendment, change or alteration shall be made and signed by the president or a vice-president of the corporation and by the secretary or an assistant secretary under the corporate seal and shall be acknowledged or proved as in the case of deeds of real estate and shall be submitted to and examined by the Attorney-General and if found by him to be in accordance with the provisions of this act and not inconsistent with the Constitution and laws of this State, he shall indorse thereon or annex thereto his certificate approving the same and when so approved it shall be filed in the Department of Banking and Insurance, where it shall be open to the inspection of any policyholder of the corporation. (b) The Commissioner of Banking and Insurance shall, upon the filing of such certificate so approved, cause a certified copy thereof to be delivered to the president of the corporation who shall then call a special meeting of the policyholders of the corporation to be held at the principal office of the corporation in this State at a time to be fixed by the board of directors of the corporation, not less than 3 months and not more than 6 months from the date of the filing of such certificate in the Department of Banking and Insurance, for the purpose of considering and of ratifying or rejecting such amendment, change or alteration. Notice of such special meeting and of the purpose thereof shall be given to the policyholders by publication in such manner and form and for such length of time as the Superior Court, upon application of the corporation, shall direct. Such notice shall include the substance of the proposed amendment, change or alteration in such form as the court shall direct. (c) At such special meeting each policyholder who is 21 years of age or more and whose policy has been in force for at least 1 year may cast 1 vote in person or by proxy for or against the adoption of such amendment, change or alteration. No other measure shall be brought before such special meeting. The president, or, in his absence, a vice-president of the corporation shall preside at the meeting and the secretary, or, in his absence, an assistant secretary of the corporation shall keep minutes thereof. Voting shall be by ballot and tellers to receive and count the votes and to determine the validity thereof shall be elected by a head vote of policyholders and their proxies present at the meeting. Each ballot shall contain the words "For adoption of (amendment, change or alteration, as the case may be)" and "Against adoption of (amendment, change or alteration, as the case may be)" and shall be signed by the policyholder or proxy casting the same. A majority of the votes cast at the meeting in person or by proxy shall be necessary to ratify such amendment, change or alteration. A certificate setting forth the action of the policyholders at such special meeting, sworn to by the presiding officer and the secretary thereof, shall be filed in the Department of Banking and Insurance. If such certificate shall be to the effect that the policyholders voted in favor of adoption, the charter or certificate of incorporation shall be deemed to be amended, changed or altered accordingly. (d) Any amendment, change or alteration adopted pursuant to this act may, in the discretion of the board of directors, be in the form of an amended charter or certificate of incorporation setting forth fully and completely all the terms and conditions of the charter or certificate of incorporation under which the corporation shall thereafter transact business. (e) The certificate, or a copy thereof, duly certified by the Commissioner of Banking and Insurance, shall be evidence in all courts and places. L.1943, c. 14, p. 41, s. 1. Amended by L.1953, c. 17, p. 246, s. 116; L.1957, c. 213, p. 742, s. 2.

N.J. Stat. § 17:26-2 Increase or decrease of capital stock

Any stock insurance company of this state may increase its capital stock or decrease it to an amount not less than the minimum required by chapters 17 to 33 of this title (s. 17:17-1 et seq.), by proceeding in the manner and subject to the conditions of section 17:26-1 of this title. The whole of the increased capital shall be paid and may be invested, and an examination thereof shall be made in the manner provided by section 17:17-8 of this title for the original capital stock. Thereupon the increase shall be deemed a part of the capital of the company, subject to all the provisions of this subtitle applicable thereto. When any company increases its capital stock by more than fifty thousand dollars, an examination thereof shall be made whenever and as often as fifty thousand dollars or more of the increase is paid in, as is provided in said section 17:17-8 for the original capital stock. Thereupon the increase of fifty thousand dollars or more shall be deemed a part of the capital of the company, subject to all the provisions of this subtitle applicable thereto.

N.J. Stat. § 17:26-3 Adoption of amended charter

When any stock or mutual insurance company of this state has adopted an amendment to its charter, as hereinbefore provided, the stockholders or members of the company, at the time of adopting the amendment, may adopt and ratify in its entirety an amended charter to the end that the amended charter shall fully and completely set forth all the terms and conditions of the charter under which the company shall thereafter transact business. The amended charter shall contain only those provisions which an original certificate of incorporation may lawfully contain, and the rights, remedies or security of existing creditors shall not be impaired by the adoption of the amended charter. The amended charter shall be executed, acknowledged, approved and filed in the manner hereinbefore provided for amendments of charters.

N.J. Stat. § 17:26-4 Issuing stock certificates

When it appears to the satisfaction of the commissioner, as the result of examination as provided for by chapters 17 to 33 of this title (s. 17:17-1 et seq.), that any mutual insurance company of this state shall have a net surplus, after providing for reinsurance, and all claims for losses and other actual liabilities, of not less than the amount represented by outstanding scrip issued by said company, the commissioner shall, upon the request of such company, issue a certificate of the amount of such net surplus, and the company, upon vote therefor of a majority of all the directors thereof, may create a capital stock for any portion of the amount of such scrip in exchange for said scrip, and may issue certificates of such stock, but the amount of capital so created and the surplus thereafter remaining shall not be less than the amount of capital and surplus required by the provisions of sections 17:17-6, 17:17-7 and 17:34-8 of this title, as a condition for the commencement of business, to be paid, in cash, to a stock insurance company organized to transact the same kind or kinds of insurance.

N.J. Stat. § 17:26-5 Stock nonassessable

Such capital stock shall be divided into shares of such amount as the board of directors may determine, and the holders of such stock shall be nonassessable, and shall have the same rights and powers in respect to such company as pertain to stockholders in corporations organized under Title 14, Corporations, General, but not inconsistent with the powers conferred on the directors of such company by its charter or certificate of incorporation. The company may issue policies that are not mutual, participating or assessable and may, by by-laws, determine the relative voting powers of stockholders and holders of mutual policies and provide that no policyholders, other than holders of mutual policies, shall be members of such company, or entitled to vote at its meetings.

N.J. Stat. § 17:26-6 Mutual company becoming stock company

Any mutual insurance company of this state may, with the consent of all its members, after giving notice once in each week for six weeks in a newspaper of this state published in the county where the principal office of the company is located, change to a joint stock company, by proceeding in accordance with, and conforming its charter to, the provisions of this subtitle.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.njleg.state.nj.us/legislative-activity/statutesFetched: 10/17/2026

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