15A:4-5 Annual report to State Treasurer.
15A:4-5. a. Every domestic corporation and every foreign corporation authorized to conduct activities in this State shall file in the office of the State Treasurer, within the time prescribed by this section, an annual report, executed on behalf of the corporation, setting forth:
(1) the name of the corporation and, in the case of a foreign corporation, the jurisdiction of its incorporation;
(2) the address, including the actual location as well as postal designation, if different, of the registered office of the corporation in this State, and the name of its registered agent in this State at that address, and, if a foreign corporation, the address of its main or headquarters office; and
(3) the names and addresses of the trustees and the officers of the corporation, which addresses shall be either the residence address of that person or other address where that person regularly receives mail and which is not the address of the corporation.
b. The State Treasurer shall designate a date for filing annual reports for each corporation required to submit a report pursuant to this section and shall annually notify the corporation of the date so designated not less than 60 days prior to that date. The corporation shall file the report within 30 days before or within 30 days after the date so designated. If the date so designated is not more than six months after the date on which an annual report pursuant to the provisions of prior law was filed or on which the certificate of incorporation became effective, the corporation shall not be required to file an annual report until one year after the first occurrence of the date so designated.
c. If the report is not filed for two consecutive years, the certificate of incorporation of the corporation or the certificate of authority of a foreign corporation shall, after written demand for the reports by the State Treasurer by certified mail addressed to the corporation at the last address appearing of record in the office of the State Treasurer, be revoked for the failure to file reports. No corporation shall be subject to the revocation of its certificate of incorporation or its certificate of authority if it shall, within 60 days after the written demand, file the reports required by law and pay to the State Treasurer the fee provided by law for the filing of each report. Any corporation having its certificate of incorporation or its certificate of authority revoked may cause a reinstatement of the certificate upon payment to the State Treasurer of: the fee then payable upon the filing of the certificate of incorporation; a current annual report fee; and payment of a reinstatement filing assessment as set forth in N.J.S. 15A:15-1. The reinstatement relates back to the date of issuance of the proclamation revoking the certificate of incorporation or the certificate of authority and shall validate all actions taken in the interim. In the event that in the interim the corporate name has become unavailable, the State Treasurer shall issue the certificate upon, in the case of a domestic corporation, the filing of an amendment to its certificate of incorporation to change the corporate name to an available name, and, in the case of a foreign corporation, the filing of an amended certificate of authority adopting an alternate name. The State Treasurer shall provide the forms necessary to effect annual report reinstatements.
d. The State Treasurer shall furnish annual report forms, shall keep all the reports and shall prepare an alphabetical index thereof. The reports and index shall be open to public inspection at proper hours.
e. The State Treasurer shall allow any annual report that is designated to be filed while Executive Order 103 of 2020 remains in effect, or up to 180 days after its conclusion, to be filed up to 180 days after the conclusion of that executive order, without requiring the corporation to pay any penalty or additional fee other than the annual filing fee. The State Treasurer shall not require any corporation to pay its filing fee in advance of the date the annual report is filed pursuant to this subsection.
amended 1997, c.138, s.2; 2019, c.149, s.4; 2021, c.381, s.2.|
Structure New Jersey Revised Statutes
Title 15A - Corporations, Nonprofit
Section 15A:1-1 - Short title; purposes; rules of construction; variation
Section 15A:1-3 - Application of act
Section 15A:1-4 - Certain corporations organized under other acts; reincorporation or conversion
Section 15A:1-6 - Reservation of power
Section 15A:1-7 - Execution, filing and recording of documents
Section 15A:1-8 - Repeal of prior acts
Section 15A:1-9 - Notices; computation of time; effect of postage class used
Section 15A:1-10 - Certificates and certified copies
Section 15A:2-2 - Corporate name of domestic or foreign corporation
Section 15A:2-3 - Use of name other than actual corporate name
Section 15A:2-4 - Reserved name
Section 15A:2-5 - Registered name
Section 15A:2-6 - Renewal of registered name
Section 15A:2-7 - Incorporators
Section 15A:2-8 - Certificate of incorporation
Section 15A:2-9 - Organization meeting of board of trustees
Section 15A:2-10 - Bylaws; making and altering
Section 15A:2-11 - Bylaws and other powers in emergency
Section 15A:2-12 - Chapter organizations
Section 15A:3-1 - General powers
Section 15A:3-2 - Ultra vires transactions
Section 15A:3-3 - Contributions by corporations
Section 15A:3-4 - Indemnification of trustees, officers and employees
Section 15A:3-5 - Provisions relating to actions in the right of a corporation
Section 15A:3A-2 - Youth serving organization request for criminal background check; costs.
Section 15A:3A-3 - Conditions under which person is disqualified from service.
Section 15A:3A-4 - Submissions, exchange of background check information.
Section 15A:3A-5 - Rules, regulations.
Section 15A:4-1 - Registered office and registered agent
Section 15A:4-2 - Function of registered agent and office; service of process, notice or demand
Section 15A:4-3 - Change of registered office or registered agent
Section 15A:4-4 - Resignation of registered agent
Section 15A:4-5 - Annual report to State Treasurer.
Section 15A:4-6 - Certain veterans' organizations exempt from annual report filing fee.
Section 15A:5-1 - Meetings of members of corporation.
Section 15A:5-2 - Annual or biennial meeting of members
Section 15A:5-3 - Special meetings of members
Section 15A:5-4 - Notice of members' meetings.
Section 15A:5-5 - Waiver of notice or of lapse of time
Section 15A:5-6 - Action by members without a meeting
Section 15A:5-7 - Fixing record date
Section 15A:5-9 - Quorum of members
Section 15A:5-10 - Voting by members
Section 15A:5-11 - Votes required
Section 15A:5-12 - Greater or lesser voting requirements
Section 15A:5-13 - Memberships held or controlled by the corporation not voted or counted
Section 15A:5-14 - Memberships held by another corporation
Section 15A:5-15 - Memberships held by fiduciaries
Section 15A:5-16 - Memberships held jointly or as tenants in common
Section 15A:5-17 - Voting of pledged memberships
Section 15A:5-18 - Proxy voting
Section 15A:5-20 - Elections of trustees; cumulative voting
Section 15A:5-21 - Selection of inspectors
Section 15A:5-22 - Duties of inspectors
Section 15A:5-23 - Review of elections by superior court
Section 15A:5-24 - Books and records; right of inspection
Section 15A:5-25 - Liabilities of members
Section 15A:6-1 - Board of trustees
Section 15A:6-2 - Number of trustees
Section 15A:6-3 - Term of trustees
Section 15A:6-4 - Classification of trustees; restriction of right to choose trustees
Section 15A:6-5 - Vacancies and newly created trusteeships
Section 15A:6-6 - Removal of trustees
Section 15A:6-8 - Effect of common trusteeships and trustees' personal interest
Section 15A:6-9 - Executive committee; other committees
Section 15A:6-10 - Place and notice of trustees' meetings
Section 15A:6-11 - Loans to officers or employees
Section 15A:6-12 - Liability of trustees in certain cases
Section 15A:6-13 - Liability of trustees; presumption of assent to action taken at a meeting
Section 15A:6-14 - Standard of care; liability of trustees; reliance on corporate records
Section 15A:6-16 - Removal and resignation of officers; filling of vacancies
Section 15A:6-17 - Bonds; facsimile signatures and seals
Section 15A:7-1 - Certificates or other written evidence of membership
Section 15A:7-2 - Restrictions on transfer of memberships
Section 15A:8-1 - Employee benefit plans
Section 15A:8-2 - Formulation of plans
Section 15A:8-3 - Amendment or termination of plans
Section 15A:8-4 - Trust funds for employees; creation; maintenance and administration
Section 15A:8-5 - Continuation of trust; law against perpetuities inapplicable
Section 15A:9-1 - Amendment of certificate of incorporation
Section 15A:9-2 - Procedure to amend certificate of incorporation
Section 15A:9-3 - Class voting on amendments
Section 15A:9-4 - Certificate of amendment
Section 15A:9-5 - Restated certificate of incorporation
Section 15A:9-6 - Abandonment of amendment or restated certificate
Section 15A:10-1 - Procedure for merger
Section 15A:10-2 - Procedure for consolidation
Section 15A:10-3 - Approval by corporation not having members entitled to vote
Section 15A:10-4 - Approval by members
Section 15A:10-5 - Certificate of merger or consolidation
Section 15A:10-6 - Effect of merger or consolidation
Section 15A:10-7 - Merger or consolidation of domestic and foreign corporations
Section 15A:10-8 - Abandonment of merger or consolidation
Section 15A:10-9 - Acquisition of shares or assets
Section 15A:10-11 - Sale or other disposition of assets other than in regular course of activities
Section 15A:11-1 - Limitations on rights of dissenting members
Section 15A:12-1 - Methods of dissolution
Section 15A:12-2 - Dissolution before commencing activities
Section 15A:12-3 - Dissolution without a meeting of members
Section 15A:12-4 - Dissolution pursuant to action of board and members
Section 15A:12-5 - Dissolution pursuant to action of board
Section 15A:12-6 - Dissolution pursuant to provision in certificate of incorporation
Section 15A:12-7 - Dissolution upon expiration of period of duration
Section 15A:12-8 - Plan of dissolution and disposition of assets
Section 15A:12-9 - Disposition of unclaimed assets
Section 15A:12-10 - Certificate of dissolution; contents; approval
Section 15A:12-11 - Dissolution in action brought by the Attorney General
Section 15A:12-12 - Involuntary dissolution; other remedies
Section 15A:12-13 - Discontinuance of action or special proceeding
Section 15A:12-14 - Effective time of dissolution
Section 15A:12-15 - Effect of dissolution
Section 15A:12-16 - Revocation of dissolution proceedings
Section 15A:12-17 - Effect of revocation of dissolution
Section 15A:12-18 - Notice to creditors; filing claims
Section 15A:12-19 - Barring of claims of creditors
Section 15A:12-20 - Disposition of rejected claims
Section 15A:12-21 - Jurisdiction of the superior court
Section 15A:12-22 - Judgment of dissolution; filing copy
Section 15A:12-23 - Dissolution upon liquidation
Section 15A:13-1 - Holding and conveying real estate
Section 15A:13-2 - Application of act to foreign corporations
Section 15A:13-3 - Admission of foreign corporation
Section 15A:13-4 - Application for certificate of authority
Section 15A:13-5 - Effect of certificate of authority
Section 15A:13-6 - Amended certificate of authority
Section 15A:13-7 - Change of name by foreign corporation
Section 15A:13-8 - Withdrawal of foreign corporation
Section 15A:13-9 - Termination of existence of foreign corporation
Section 15A:13-10 - Revocation of certificate of authority; issuance of certificate of revocation
Section 15A:13-11 - Conducting activities without certificate of authority
Section 15A:13-12 - Injunction against foreign corporation
Section 15A:14-1 - Definitions
Section 15A:14-2 - Jurisdiction of the superior court; appointment of receiver
Section 15A:14-3 - Multiple receivers
Section 15A:14-4 - Title to corporate property and franchises
Section 15A:14-5 - Powers of receivers; general
Section 15A:14-6 - Powers of receiver; contempt of court
Section 15A:14-7 - Powers of receiver; sale of property free of encumbrances
Section 15A:14-8 - Rights of debtors; setoff; counterclaim
Section 15A:14-9 - Payment or delivery to corporation
Section 15A:14-10 - Fraudulent transfers
Section 15A:14-11 - Fraudulent transfers; continued
Section 15A:14-12 - Fraudulent transfers; continued
Section 15A:14-13 - Liens by legal process
Section 15A:14-14 - Preferences
Section 15A:14-15 - Notice to creditors
Section 15A:14-16 - Claims; presentation; approval or rejection
Section 15A:14-17 - Claims; jury trial
Section 15A:14-18 - Review of receiver's actions
Section 15A:14-19 - Discontinuance of receivership action
Section 15A:14-20 - Allowances to receiver and others; costs and expenses
Section 15A:14-21 - Distribution of assets; priorities
Section 15A:14-22 - Judgment of dissolution
Section 15A:14-23 - Reorganization under act of congress; "plan of reorganization" defined
Section 15A:14-24 - Reorganization under act of congress; implementation of plan of reorganization
Section 15A:14-25 - Reorganization under act of congress; certificates
Section 15A:15-1 - Filing fees of the State Treasurer.
Section 15A:15-2 - Additional miscellaneous fees