New Jersey § 15A:12-11 Dissolution in action brought by the Attorney General

New Jersey Statutes

§ 15A:12-11 — Dissolution in action brought by the Attorney General

New Jersey § 15A:12-11

Title 15ACORPORATIONS, NONPROFIT

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Bluebook

N.J. Stat. Ann. § 15A:12-11 (2026).

Text

15A:12-11. Dissolution in Action Brought by the Attorney General. a. The Attorney General may bring an action in the Superior Court for the dissolution of a corporation upon the ground that the corporation:

(1)Has procured its organization through fraudulent misrepresentation or concealment of a material fact;

(2)Has had its certificate of incorporation revoked under subsection c. of section 15A:4-5 (failure to file its annual report);

(3)Has conducted activities after the period of duration specified in its certificate of incorporation and has neither amended its certificate of incorporation to extend the period nor proceeded to liquidate and cease activities;

(4)Has repeatedly exceeded the authority conferred upon it by law;

(5)Has repeatedly conducted its business in an unlawful ma

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15A:12-11. Dissolution in Action Brought by the Attorney General. a. The Attorney General may bring an action in the Superior Court for the dissolution of a corporation upon the ground that the corporation: (1) Has procured its organization through fraudulent misrepresentation or concealment of a material fact; (2) Has had its certificate of incorporation revoked under subsection c. of section 15A:4-5 (failure to file its annual report); (3) Has conducted activities after the period of duration specified in its certificate of incorporation and has neither amended its certificate of incorporation to extend the period nor proceeded to liquidate and cease activities; (4) Has repeatedly exceeded the authority conferred upon it by law; (5) Has repeatedly conducted its business in an unlawful manner; (6) Has misused or improperly failed to use its powers, privileges or franchises; (7) Is insolvent; (8) Has suspended its ordinary activities for lack of funds; (9) Is conducting its activities in violation of its certificate of incorporation or, with respect to specific assets, in violation of any terms, conditions, or restrictions applicable to those assets imposed upon it; (10) Is conducting its activities at a great loss and with great prejudice to the interests of its creditors or members; or (11) Is conducting activities in a manner which is prejudicial to the public. b. The Superior Court may proceed in the action in a summary manner or otherwise. Upon a showing by clear and convincing evidence of any cause set forth in subsection a. of this section, the court may declare the corporation dissolved and a copy of the order of the court may be filed in the office of the Secretary of State as evidence thereof. c. The enumeration in subsection a. of this section of grounds for dissolution shall not exclude any other statutory or common law action by the Attorney General for the dissolution of a corporation or the revocation or forfeiture of its corporate franchises. L.1983, c.127, s.15A:12-11, eff. Oct. 1, 1983; amended 1997, c.139, s.4.