New Jersey § 15a:12-8

§ 15a:12-8.

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.