New Jersey Statutes 15A:1-4. Certain corporations organized under other acts; reincorporation or conversion
Terms Used In New Jersey Statutes 15A:1-4
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- month: means a calendar month, and the word "year" means a calendar year. See New Jersey Statutes 1:1-2
- State: extends to and includes any State, territory or possession of the United States, the District of Columbia and the Canal Zone. See New Jersey Statutes 1:1-2
- Statute: A law passed by a legislature.
b. Any corporate business entity or corporation having capital stock formed for purposes for which corporations may be formed under this act, may, in the manner hereinafter provided, be converted into a corporation under this act as follows:
(1) A plan of conversion shall be prepared, setting forth:
(a) the terms and conditions of the conversion,
(b) the manner of carrying the conversion into effect,
(c) a restatement of the certificate of incorporation which complies with this act, and
(d) such other details and provisions as are deemed desirable.
(2) The plan of conversion shall be adopted by the unanimous vote of all of the shareholders of the corporate entity or corporation.
(3) Upon adoption of a plan of conversion by the corporate entity or corporation, a certificate of conversion shall be executed under its name by the president or any vice president, and shall set forth:
(a) the name of the corporate entity or corporation and the address including street and number, if any, of its registered office;
(b) the statute under which the corporate entity or corporation was incorporated and the date of incorporation;
(c) if the plan is to be effective on a specified date, the hour, if any, and the month, day and year of the effective date;
(d) the manner in which the plan was adopted by the corporate entity or corporation.
The original and a copy of the certificate of conversion shall be filed in the office of the Secretary of State, and upon the filing, or upon the effective date, not to exceed 30 days, specified in the plan of conversion, whichever is later, the conversion shall become effective.
Upon the conversion becoming effective, the corporate entity or corporation shall be deemed to be a corporation without capital stock organized under this act for all purposes. The corporate entity or corporation shall remain liable for all existing obligations, public or private, and for all taxes due the State of New Jersey or any other taxing authority for periods prior to the effective date of the conversion, and as a nonprofit corporation, it shall continue to be entitled to all assets it held as a corporate entity or corporation. The capital stock of the corporation theretofore outstanding shall be cancelled.
L.1983, c. 127, s. 15A:1-4, eff. Oct. 1, 1983.