The General Corporation Act of New Jersey

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Liability of officers neglecting to comply with preceding section 260 Incorporators may amend certificate of incorporation before pay ment of capital
Amendments and changes after organization increase of stock rights of stockholders
Amendments by corporations under other acts 280 Change of location of office by resolution of directors 29 Decrease of capital stock how effected ...
Incorporators may dissolve corporation HI Elections? Stockholders Meetings 33 Stock and transfer books must be kept in registered office annual list...
Directors election of
Candidate for office of director not to be inspector of election 350 Cumulative voting
Regulations as to voting voting pools or trusts qualification of stockholders 1
Stock books to determine who may vote inspectors of election 41 Election not held on designated day may be held thereafter 42 Supreme Court may...
Chancellor may summarily investigate complaints touching elec tions
Annual report of officers and directors to be filed 430 Every certificate and report must give address of New Jersey office and name of agent
Stockholders meetings must be held at registered office in
Dividends Payment of Capital Stock
Any corporation may hold stock and bonds of other corporations
Court may appoint receivers powers of receivers
Receiver to qualify and take oath 68 Property franchises etc of insolvent corporation vest in receiver upon appointment
When debts paid or provided for court may direct receiver to reconvey property or may dissolve corporation
Upon reorganization company may issue bonds and stock to creditors 71 Power of receiver to examine witnesses
Power to search etc 73 Acts of majority of receivers or trustees valid receivers may be removed and others appointed 74 Inventory and report 75 Co...
Claims to be upon oath 77 Trial by jury allowed at the circuit
Persons aggrieved by proceedings may appeal to court of chancery
Upon application receiver to be substituted as plaintiff in suits pending at time of appointment 80 Actions not to abate by death of receiver 81 Court ...
Receiver of railroad public work etc may sell or lease principal work franchise etc 83 Laborers and workmen to have first lien on assets
Such lien to be prior to all other liens exception 85 Compensation of receivers
Distribution how made VIII Service of Process 87 Process against corporations of this state
Service of prerogative writ against foreign corporation 103 How writs may be enforced upon failure to make return etc XI Merger of Corporations 1...
How consolidation or merger shall be made
Corporations merged or consolidated shall be one corporation 107 Upon merging or consolidating rights etc to be vested in new corporation
Dissenting stockholder may petition court for appointment of appraisers
108a Dissenting stockholder may have stock appraised
Consolidated corporation authorized to issue bonds and mortgage property
Taxation 110 1 Real and personal property how taxed
2 Corporations entitled to same tax exemptions as natural per sons mortgages exempt
XIQ Lost Certificates of Stock 111 New certificates of stock may be issued for certificates lost or de stroyed
Proceedings in case of refusal to issue new certificate of stock 113 Court may proceed in summary manner
Fees on Filing Certificates Sundry Provisions 114 Fees on filing certificates
Surviving incorporators may designate others for organization 116 Mutual association may create capital stock
Secretary of state to compile and publish list of corporations
Supplemental and Miscellaneous Acts
State taxes must be paid before dissolution
See footnote p VII
Annual State Franchise Tax
Penalties for false statement or failure to make statement
Attorneygeneral may proceed against corporations in arrears
Forms and Precedents
AppendixSchedule of Fees and Taxes
Corporate existence begins on filing certificate
Officers powers of de facto contract signed by duties of secretary

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Page 16 - ... the number of shares into which the same is divided, and the par value of each share; the amount of capital stock with which it will commence business, which shall not be less than $1,000, and, if there be more than one class of...
Page 118 - The recognition of its existence even by other States, and the enforcement of its contracts made therein, depend purely upon the comity of those States — a comity which is never extended where the existence of the corporation or the exercise of its powers are prejudicial to their interests or repugnant to their policy.
Page 161 - The names and postoffice addresses of the incorporators and the number of shares subscribed for by each ; the aggregate of such subscriptions...
Page 164 - This corporation reserves the right to amend, alter, change, or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
Page 72 - ... those who are to be affected thereby, of such intended application, to proceed forthwith and in a summary way to hear the affidavits, proofs, and allegations of the parties, or otherwise inquire into the matter or...
Page 56 - ... shall be published for three weeks successively, at least once in each week, in a newspaper published in the county in which the principal office of the corporation is located; the first publication to be made within fifteen days after the filing of such certificate...
Page 12 - Insolvent" means inability of a corporation to pay its debts as they become due in the usual course of its business. SECTION 3. PURPOSES Corporations may be organized under this Act for any lawful purpose or purposes, except for the purpose of banking or insurance.
Page 7 - The Legislature shall pass no special act conferring corporate powers, but shall pass general laws under which corporations may be organized and corporate powers of every nature obtained, subject, nevertheless, to repeal or alteration at the will of the Legislature.
Page 75 - ... shall be issued to pay to the Secretary of State, for the use of the State, the sum of...
Page 123 - ... prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number and names of the directors and other officers thereof, and who shall be the first directors and officers, and their places of residence, the number of shares of the...

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