New Jersey Revised Statutes
Title 15A - Corporations, Nonprofit
Section 15A:4-5 - Annual report to State Treasurer.

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

New Jersey Revised Statutes

Title 15A - Corporations, Nonprofit

Section 15A:1-1 - Short title; purposes; rules of construction; variation

Section 15A:1-2 - Definitions

Section 15A:1-3 - Application of act

Section 15A:1-4 - Certain corporations organized under other acts; reincorporation or conversion

Section 15A:1-5 - Authorization to corporations which could be or are organized under title 16 of the revised statutes to adopt provisions of this act without reincorporation

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:2-1 - Purposes

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-1 - Definitions relative to criminal history background checks for employees, volunteers of youth serving organizations.

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:5-8 - Voting list

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:5-19 - Agreements as to voting; provision in certificate of incorporation as to control of trustees

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:6-7 - Quorum of board of trustees and committees; vote required; action of trustees without a meeting

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:6-15 - Officers

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:10-10 - Sale or other disposition of assets in regular course of activities and mortgage or pledge of 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:13-13 - Vesting of title to real property upon merger or consolidation of foreign corporations

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:14-26 - Reorganization under act of congress; powers and duties of state instrumentalities

Section 15A:15-1 - Filing fees of the State Treasurer.

Section 15A:15-2 - Additional miscellaneous fees

Section 15A:16-1 - Acts saved from repeal.

Section 15A:16-2 - Acts repealed