New Jersey § 14a:12-5
Full text of New Jersey New Jersey Statutes § 14a:12-5, with citation guidance and answers to common questions.
§ 14a:12-5.
(1) 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. In such a case, dissolution of the corporation may be effected by the filing of
a certificate of dissolution in the office of 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. The certificate of dissolution shall state the name of the corporation, the location
of its registered office and the name of its registered agent. It shall also state that the corporation is dissolved; 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. (2) An amendment of the certificate of incorporation which adds a provision authorized
by this section, or which amends or deletes such a provision, shall be authorized
at a meeting of shareholders by a vote of all outstanding shares, or by such lesser
vote, but not less than the vote set forth in paragraph 14A:9-2(4)(c), as may be specifically
provided for in the certificate of incorporation for such amendment. (3) If the certificate of incorporation of any corporation contains a provision authorized
by this section, the fact that such provision exists shall be noted conspicuously
on the face or back of every certificate for shares issued by such corporation, and
each holder of such certificates shall conclusively be deemed to have taken delivery
with notice of such provision. A provision authorized by this subsection shall become invalid if, subsequent to
the adoption of such provision, shares are transferred or issued to any person who
takes delivery of the share certificate without notice thereof, unless such person
consents in writing to such provision.
Frequently Asked Questions About New Jersey § 14a:12-5
What does New Jersey Statutes § 14a:12-5 cover?
Section 14a:12-5 is part of the New Jersey Statutes, the codified statutory law of New Jersey. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite New Jersey § 14a:12-5?
A common citation format is "New Jersey Statutes § 14a:12-5" (New Jersey). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of New Jersey law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the New Jersey official source linked on this page or consult a licensed New Jersey attorney.
How does New Jersey § 14a:12-5 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in New Jersey can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in New Jersey.