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New Jersey Dissolution Package to Dissolve Corporation

New Jersey Business Formation Documents

Name: New Jersey Business Formation Documents
Brand: US Legal Forms

Category:

Corporations - Dissolution

State:

New Jersey

Control #:

NJ-DP-0001

Format:

Instant download

Description

The dissolution of a corporation package contains all forms to dissolve a corporation in New Jersey, step by step instructions, addresses, transmittal letters, and other information.

New Jersey Business Formation Documents: A Comprehensive Overview Starting a business in New Jersey involves several essential steps, and understanding the required business formation documents is crucial for entrepreneurs. These documents are necessary to legally establish and register your business entity with the state. In New Jersey, there are different types of formation documents depending on the type of business structure you choose. Let's delve into the details of New Jersey business formation documents and explore the various types. 1. Certificate of Incorporation: If you decide to form a corporation in New Jersey, you will need to file a Certificate of Incorporation with the Division of Revenue and Enterprise Services. This document contains vital information about your corporation, such as its name, registered agent details, purpose, and duration. 2. Articles of Organization: For those looking to establish a limited liability company (LLC) in New Jersey, filing Articles of Organization is a requisite. This document includes essential details about your LLC, such as its name, registered agent, purpose, management structure, and duration, if applicable. 3. Certificate of Formation: If you plan to form a limited partnership (LP) or limited liability partnership (LLP), you need to complete a Certificate of Formation. This document provides information about the name, registered agent, general partners' details, and ongoing responsibilities and obligations of the partnership. 4. Trade Name Registration: If you intend to conduct business under a name other than your personal name or the legal name of your entity, you must file a Trade Name Registration. Also known as a "Doing Business As" (DBA) certificate, this document allows you to operate your business under a chosen trade name. It is important to note that the specific requirements and forms may vary depending on the business structure chosen and the nature of your business activities. Thus, before proceeding, it is advisable to consult with a legal professional or business formation service to ensure all the necessary documents are accurately completed and submitted. By filing the appropriate business formation documents, entrepreneurs can legalize their entities, secure their rights, and fulfill compliance requirements in the state of New Jersey. Initiating a business without the proper formation documents can lead to legal complications and hinder growth opportunities. Therefore, knowledge of these essential documents is crucial when embarking on a new venture in the Garden State.

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FAQ

To get a divorce certificate by mail, send a $16.00 check or money order made out to Vital Records (no credit cards) include the following information: Name of husband. Name of wife. City or county where divorce was granted.

Divorce by mutual consent can be obtained within six months, but no petition in such a case can be filed within first year of marriage.

Some states, like Nebraska, have a waiting period. Thus, even if you and your spouse agree to everything the day the divorce is filed, you still have to wait 60 days after the service paperwork is filed before the 60-day mandatory waiting period is up to submit your signed divorce decree.

You have 30 days after the court enters its final order to file a Notice of Appeal. If an appeals deadline is missed, your right to appeal is lost. Not all orders entered during your divorce are appealable. Only final orders that end the litigation may be appealed.

In Nebraska, there is a 60-day waiting period after the dissolution is filed until the court will grant the dissolution.

Ing to Nebraska law, you cannot then marry anyone until at least six months and one day from the date the decree is signed by the judge and filed with the Clerk's office. This law applies to Nebraska residents who want to remarry anyone anywhere in the world.

No suit for divorce shall be heard or tried until sixty days after perfection of service of process, at which time the suit may be heard or tried and a decree may be entered.

How soon can parties remarry after a divorce or annulment? For purposes of remarriage, other than remarriage of the same parties, those divorced in the State of Nebraska must wait 6 months after the divorce decree was rendered before remarrying (per Nebraska Revised Statutes Section 42-372.01).

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Welcome to New Jersey's online Business Formation Service. Business Record Service.Website ; Regular Mail. You will need your business Certificate of Formation to officially register your business name. How can I download my documents? Can they be mailed to me? To complete the business formation filing, you will need to have the following information: Corporate name and address. To form an LLC in New Jersey, file a Public Records Filing (Certificate of Formation). Filing for New Business Entity (pages 23 and 24) in addition to form. NJ-REG. This packet contains information and forms you will need to register your business with the State of New Jersey,.

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New Jersey Dissolution Package to Dissolve Corporation

NEW JERSEY CORPORATE DISSOLUTION

Statutory Reference:

NEW JERSEY PERMANENT STATUTES, 14A:12-1 through 14A:12-19

A New Jersey corporation may be dissolved:

By the filing of a certificate of dissolution upon expiration of any period of duration stated in the corporation's certificate of incorporation;

By action of the incorporators or directors;

By action of the shareholders;

By action of the board and the shareholders;

By action of a shareholder or shareholders;

By a judgment of the Superior;

Automatically by a proclamation of the Secretary of State repealing or revoking a certificate of incorporation for nonpayment of taxes or for failure to file annual reports; or

By action of a corporation without assets.

Dissolution - Action of the Incorporators or Directors

A corporation may be dissolved by action of its incorporators when there has been no organizational meeting of the board, or by the board if there has been an organization meeting, if the corporation

Has not commenced business;

Has not issued any shares;

Has no debts or other liabilities;Â and

Has received no payments on subscriptions for its shares, or, if it has, has returned them to those entitled thereto, less any part disbursed for expenses.

The dissolution of a corporation under these circumstances is effected in the following manner: the sole incorporator or director, if there is only one, or both incorporators or directors, if there are only two, or a majority of the incorporators or directors, if there are more than two, must file a Certificate of Dissolution with the Secretary of State.

Dissolution - Action of the Shareholders

A corporation may be dissolved by the consent of all its shareholders entitled to vote on the issue of dissolution.Â Notice of dissolution must be provided to all shareholders not entitled to vote less than 10 nor more than 60 days before the filing of the certificate of dissolution.Â Notice must be in the same manner as for the giving of notice of meetings of shareholders.Â All shareholders entitled to vote must sign and file a Certificate of Dissolution with the Secretary of State.

Dissolution - Action of Board and Shareholders;

A corporation may be dissolved by action of its board and its shareholders.Â The board must recommend that the corporation be dissolved and direct that the question of dissolution be submitted to a vote at a meeting of shareholders.

Written notice of the meeting must be given not less than 10 nor more than 60 days before the meeting to each shareholder of record whether or not entitled to vote at such meeting and notice must be in the same manner as for the giving of notice of meetings of shareholders.
At the meeting, a vote of the shareholders must be taken on the proposed dissolution.Â The dissolution is approved upon receiving the affirmative vote of a majority of the votes cast by the holders of shares of the corporation entitled to vote thereon.Â These voting requirements are subject to such greater requirements as may be provided in the certificate of incorporation.

If dissolution is approved, a certificate of dissolution must be executed on behalf of the corporation and filed with the Secretary of State.

Dissolution - Without Assets

A corporation which has ceased doing business and does not intend to recommence doing business may be dissolved by action of its board and shareholders or by a corporate officer if the corporation

Has no assets;

Has ceased doing business and does not intend to recommence doing business; and

Has not made any distributions of cash or property to its shareholders within the last 24 months and does not intend to make any distribution following its dissolution.

The dissolution of the corporation without assets may be authorized by the shareholders without a meeting or by action of a corporate officer if the officer has given 30 days' prior written notice of his intention to dissolve the corporation by mail or personal service to all known directors and shareholders at their last known address and no director or shareholder has objected to the proposed dissolution. The dissolution is effected by filing with the Secretary of State a certificate of dissolution.

Dissolution - Provisions of Certificate of Incorporation

The certificate of incorporation may provide that any shareholder, or any specified number of shareholders, or the holders of any specified number or proportion of shares, or of any specified number or proportion of shares of any class or series, may effect the dissolution of the corporation at will or upon the occurrence of a specified event.Â In this event, dissolution of the corporation is effected by the filing of a certificate of dissolution with the Secretary of State, signed, as the certificate of incorporation may provide, by a single shareholder, or the specified number of shareholders, or the holders of any specified number or proportion of shares, or of any specified number or proportion of shares of any class or series.

Dissolution - Expiration of Period of Duration

A corporation is not dissolved when the period of duration stated in its certificate of incorporation expires until a certificate of dissolution has been filed in the office of the Secretary of State

Effective Time of Dissolution

A corporation is dissolved:

When the period of duration stated in the corporation's certificate of incorporation expires and the corporation files a certificate of dissolution in the office of the Secretary of State; or

Upon the proclamation of the Secretary of State; or

When a certificate of dissolution (voluntary) is filed in the office of the Secretary of State, except when a later time not to exceed 90 days after the date of filing is specified in the certificate of dissolution; or

When a judgment of forfeiture of corporate franchises or of dissolution is entered by a court of competent jurisdiction.

Effect of Dissolution
Except as a court may otherwise direct, a dissolved corporation continues its corporate existence but cannot carry on any business except for the purpose of winding up its affairs by:

collecting its assets;

conveying for cash or upon deferred payments, with or without security,Â such of its assets as are not to be distributed in kind to its shareholders;

paying, satisfying and discharging its debts and other liabilities; and

doing all other acts required to liquidate its business and affairs.

When a corporation is dissolved, the corporation, its officers, directors and shareholders continue to function in the same manner as if dissolution had not occurred.Â In particular,

the directors of the corporation are not deemed to be trustees ofÂ its assets and are held to no greater standard of conduct than that prescribed by section 14A:6-14;

title to the corporation's assets remain in the corporation untilÂ transferred by it in the corporate name;

the dissolution does not change quorum or voting requirements for theÂ board or shareholders and it does not alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, directors or officers, or provisions regarding amendment or repeal of by-laws or adoptionÂ of new by-laws;

shares may be transferred until the record date of the final liquidating distribution or dividend to shareholders;

the corporation may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred;

no action brought against any corporation prior to its dissolution shall abate by reason of a dissolution.

The right of the corporation to sell its assets and the right of a shareholder to dissent from such a sale are governed by Chapters 10 and 11 in the same manner as if dissolution had not occurred.

A dissolved corporation may condition the payment to its shareholders

of any partial liquidating distribution or dividend on the surrender toÂ it of the share certificates on which the distribution or dividend is to beÂ paid for endorsement to reflect such payment;Â or

of the final liquidating distribution or dividend on the surrender to it for cancellation of the share certificates on which the distribution or dividend is to be paid.

Notice to Creditors

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 must be published once a week for three consecutive weeks in a newspaper of general circulation in the county in which the registered office of the corporation is located.Â The notice must state that all persons who are creditors of the corporation must present written proof of their claims to the corporation or the receiver at a place and on or before a date named in the notice.Â The date must not be less than 6 months after the date of the first publication.

On or before the date of the first publication of this notice, the corporation or the receiver must mail a copy of the notice to each known creditor of the corporation.Â Â The giving of such notice does not constitute recognition that any person to whom a notice is directed is a creditor of the corporation other than for the purpose of receipt of the notice.

A "creditor" is any person to whom the corporation is indebted, and any other person(s) who have claims or rights against the corporation, whether liquidated or unliquidated, matured or unmatured, direct or indirect, absolute or contingent, secured or unsecured.

Proof of the publication and mailing of the notice must be made by an affidavit filed in the office of the Secretary of State.

Barring of Creditors' Claims

Any creditor who does not file a claim as provided in the notice, and all persons claiming through that creditor are forever barred from suing on that claim or otherwise enforcing it except, in the case of a creditor who shows good cause for not having previously filed his claim, to such extent as the Superior Court may allow:

against the corporation to the extent of any undistributed assets; or

if the undistributed assets are not sufficient to satisfy a claim, against a shareholder to the extent of his ratable part of such claim out ofÂ the assets of the corporation distributed to him in liquidation or dissolution.

This restriction does not apply to claims which are in litigation on the date of the first publication of the notice.

Disposition of Rejected Claims

If the corporation or the receiver of a corporation rejects in whole or in part any claim filed by a creditor, the corporation or the receiver must mail notice of the rejection to the creditor.Â If the creditor does not bring suit upon the claim within 60 days from the time such notice was mailed, the creditor and all those claiming through the creditor are forever barred from suing on the claim.Â Proof of the mailing of a notice of rejection of claim must be made by an affidavit filed in the office of the Secretary of State.

Jurisdiction of the Superior Court

At any time after a corporation has been dissolved in any manner, a or a shareholder 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.

Distribution to Shareholders

Any assets remaining after payment of or provision for claims against the corporation are distributed among the shareholders according to their respective rights and interests.Â Distribution may be made in either or both cash and kind.

Disposition of Unclaimed Distributive Shares

The distributive shares payable to any person who is unknown or cannot be found, or who is under a disability and for whom there is no legal representative, are paid into the Superior Court to be held for the benefit of the owners, subject to the order of the court.

Dissolution Upon Liquidation

No corporation is completely liquidated and all of its assets distributed to its shareholders unless provision is made for the dissolution of the corporation and the payment of all fees, taxes, and other expenses incidental thereto.

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