SENATE, No. 1989
STATE OF NEW JERSEY
INTRODUCED APRIL 17, 1997
By Senator EWING
An Act concerning nonprofit corporations and amending N.J.S.15A:4-5.
Be It Enacted by the Senate and General Assembly of the State of New Jersey:
1. N.J.S.15A:4-5 is amended to read as follows:
15A:4-5. Annual Report to Secretary of State.
a. Every domestic corporation and every foreign corporation authorized to conduct activities in this State shall file in the office of the Secretary of State, 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 Secretary of State 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 6 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 1 year after the first occurrence of the date so designated.
c. If the report is not filed for 2 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 Secretary of State by certified mail addressed to the corporation at the last address appearing of record in the office of the Secretary of State, 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 Secretary of State 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, within 2 years of the revocation, cause a reinstatement of the certificate upon payment to the Secretary of State of double the amount of the fee then payable upon the filing of the certificate and upon filing a current annual report.] If the certificate of incorporation of a domestic corporation or a certificate of authority of a foreign corporation has been revoked, the certificate shall be reinstated by proclamation of the Secretary of State upon payment to the Secretary of State by the corporation of double the amount of the annual fee payable for each year for which it failed to file an annual report and upon filing a current annual report. The reinstatement relates back to the date of revocation of 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 Secretary of State 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 assumed name.
d. The Secretary of State 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.
(cf: P.L.1983, c.127, s.15A:4-5)
2. This act shall take effect immediately.
STATEMENT
Currently, any nonprofit corporation which has had its certificate of incorporation or certificate of authority revoked for failure to file an annual report with the Secretary of State may, within two years of the revocation, make an application for reinstatement. The corporation must also pay double the amount of the fee and file a current annual report. This bill eliminates the two year limitation on when a reinstatement can be effected and makes the procedures for reinstating a nonprofit corporation similar to the procedures in N.J.S.14A:4-6 of the "New Jersey Business Corporation Act."
Under the provisions of the bill, a certificate of incorporation or certificate of authority will be reinstated if the corporation pays double the amount of the annual fee for each year for which it failed to file an annual report and upon filing of a current annual report. This is the same as the current provision. However, the bill provides that the reinstatement would relate back to the date of revocation of the certificate and all action taken in the interim would be validated. These modifications will prevent nonprofit corporations, which include charities, from being dissolved solely as a result of the failure to file an annual report, which is inconsistent with the treatment of business corporations.
This bill also makes provisions for a situation in which the corporate name becomes unavailable in the interim. The bill provides that if the name becomes unavailable, in the case of a domestic corporation, the Secretary of State is authorized to issue a certificate of incorporation to change the corporate name to an available name. In the case of a foreign corporation, the Secretary would issue a certificate upon the filing of an amended certificate of authority adopting an assumed name.
Removes certain limitations on reinstatements of certificates of incorporations of nonprofit corporations.