[First Reprint]

SENATE, No. 1989

STATE OF NEW JERSEY

INTRODUCED APRIL 17, 1997

By Senator EWING

An Act concerning nonprofit corporations and amending ¹N.J.S.15A:4-3, ¹ N.J.S.15A:4-5 ¹and N.J.S.15A:15-1¹. 

    Be It Enacted by the Senate and General Assembly of the State of New Jersey:

     ¹1. N.J.S. 15A:4-3 is amended to read as follows:

    15A:4-3. Change of Registered Office or Registered Agent.

    a. A domestic corporation or a foreign corporation authorized to conduct activities in this State may change its registered office or its registered agent, or both. When the registered office is changed, or when the registered agent is changed, or dies, resigns or becomes disqualified, the corporation shall, by resolution of the board, forthwith fix the address of the new registered office or designate the successor registered agent or both, as the case may be.

    b. The corporation shall forthwith file in the office of the Secretary of State a certificate executed on behalf of the corporation setting forth:

    (1) The name of the corporation;

    (2) If the registered agent is not being changed, the name of the registered agent;

    (3) If the registered agent is being changed, the names of the registered agent being succeeded and of the successor registered agent;

    (4) If the registered office is not being changed, the address of the then registered office;

    (5) If the registered office is being changed, the address of the registered office immediately prior to the change, and the address of the new registered office;

    (6) That the address of its registered office and the address of its registered agent will be identical after the change; and

    (7) That the change in registered office, or registered agent, or both, is made pursuant to resolution of the board.

    c. The registered agent of one or more domestic or foreign corporations may change the registered office of the corporation or corporations to another address in this State by filing in the office of the Secretary of State a certificate executed by the agent and setting forth:

    (1) The names of all the corporations whose registered offices are being changed and for which it is the registered agent, listed in alphabetical order;

    (2) The address of the registered office of each corporation immediately prior to the change, and the address of the new registered office;

    (3) That the address of the registered office of each corporation and the address of its registered agent will be identical after the change; and

    (4) A statement that at least 20 days' prior notice of the change has been given to each corporation in writing.

    The change of the registered office of each of the corporations named in the certificate shall become effective upon the date of the filing or at a later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate.

    d. [If any certificate of change required by this section is not filed, the corporation shall, after written demand by the Secretary of State by certified mail addressed to the corporation at the last address appearing of record in his office, forfeit to the State a penalty of $200.00 to be recovered with costs in a civil action prosecuted by the Attorney General. No corporation shall be subject to penalty if it shall, within 30 days after written demand, file the certificate of change required by law and pay to the Secretary of State the fee provided by law for the filing of each certificate of change. In lieu of the civil action, the Secretary of State, after expiration of the 30-day period, may issue a certificate to the Clerk of the Superior Court that the corporation is indebted for the payment of the penalty, and the clerk shall immediately enter upon the record of docketed judgments the name of the corporation as the judgment debtor and of the State as the judgment creditor, a statement that the penalty is imposed under this section, the amount of the penalty, and the date of the certificate. The entry shall have the same force as a judgment docketed in the Superior Court. The Secretary of State within 5 days after the entry shall give notice thereof to the corporation by certified mail addressed to the corporation at the last address appearing of record in the office of the Secretary of State.] Deleted by amendment, P.L. c. (now pending before the Legislature as this bill).¹

(cf:P.L.1983, c.127, s.15A:4-3)

    ¹[1.] 2. 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.] ¹[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.] Any corporation having its certificate of incorporation or its certificate of authority revoked may cause a reinstatement of the certificate upon payment to the Secretary of State 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:15-1.¹ The reinstatement relates back to the date of ¹[revocation of] issuance of the proclamation revoking ¹ 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 ¹ [assumed] alternate¹ name. ¹ The Secretary of State shall provide the forms necessary to effect annual report reinstatements.¹

    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)

    ¹3. N.J.S.15A:15-1 is amended to read as follows:

    15A:15-1. Filing Fees of the Secretary of State. On filing any certificate or other papers relative to corporations in the office of the Secretary of State, there shall be paid to the Secretary of State filing fees as follows:

    a. Certificate of incorporation and amendments thereto:

    (1) for filing the original certificate of incorporation ........ $50.00

    (2) for filing a certificate of amendment of the certificate of incorporation including any number of amendments ....... $50.00

    (3) for filing a certificate of abandonment of one or more amendments of the certificate of incorporation ............ $50.00

    (4) for filing a certificate of merger or a certificate of

consolidation ...... $50.00

    (5) for filing a certificate of abandonment of a merger or

consolidation .......... $50.00

    b. Restated certificate of incorporation: for filing a restated certificate of incorporation including any amendments of the certificate of incorporation concurrently adopted ................ $50.00

    c. Dissolution of corporation:

    (1) for filing a certificate of dissolution ..... . $50.00

    (2) for filing a certificate of revocation of dissolution

proceedings ......... $50.00

    d. Admission and withdrawal of foreign corporation:

    (1) for filing an application for a certificate of authority to conduct activities in this State and issuing a certificate of

authority........$100.00

    (2) for filing an application for an amended certificate of authority to conduct activities in this State and issuing an amended

certificate of authority ...............$50.00

    (3) for filing an application for withdrawal from this State and issuing a certificate of withdrawal ...............$50.00

    (4) for filing a certificate of change of post office address to which process may be mailed by the Secretary of State ......... $25.00

    (5) for filing a certificate, order or decree with respect to the dissolution of a foreign corporation, the termination of its existence, or the cancellation of its authority, and issuing a certificate of withdrawal ....$50.00

    e. Registered office and registered agent:

    (1) for filing a certificate of change of address of registered office, or change of registered agent or both ................$10.00

    (2) for filing a certificate of change of address of registered agent where such certificate effects a change in the address of the registered office of one or more corporations, for each corporation named in

the certificate ...................$10.00

    (3) for filing an affidavit of resignation of a registered agent............$10.00

    f. Annual report:

    for each such report required to be filed ......$15.00

    g. Reinstatement filing assessment:

    payment of a reinstatement filing assessment.....$50.00                

(cf: P.L.1987, c.435, s.12) ¹

    ¹[2.] 4.¹ This act shall take effect immediately.

Removes certain limitations on reinstatements of certificates of incorporations of nonprofit corporations.