New_jersey Statute | Act | Code |Title 14a Corporations, General| US Code - US Statute

14A:1-1. Short title; purposes; rules of construction; variation (1) This act shall be known and may be cited as the ~New Jersey Business Corporation Act.~ (2) This act shall be liberally construed and applied to promote its underlying purposes and policies. (3) Underlying purposes and policies of this act are, among others, (a) to simplify, clarify and modernize the law governing corporations; (b) to provide a general corporate form for the conduct of lawful business with such variations and modifications from the form so provided as the interested parties in any corporation may agree upon, subject only to over-riding interests of this State and of third parties; and (c) to give special recognition to the legitimate needs of the close corporation. (4) The presence in certain provisions of this act of the words ~unless otherwise provided in the certificate of incorporation~ or ~unless otherwise provided in the certificate of incorporation or by-laws,~ or words of similar import, does not imply that the effect of other provisions may not be varied by provisions in the certificate of incorporation or by-laws. 14A:1-2.1. Definitions 14A:1-2.1. Definitions. As used in this act, unless the context otherwise requires, the term: (a) ~Act~ or ~this act~ means the ~New Jersey Business Corporation Act~ and includes all amendments and supplements thereto. (b) ~Attorney General~ means the Attorney General of New Jersey. (c) ~Authorized shares~ means the shares of all classes and series which the corporation is authorized to issue. (d) ~Board~ means board of directors. ~Entire board~ means the total number of directors which the corporation would have if there were no vacancies. (e) ~Bonds~ includes secured and unsecured bonds, debentures, notes and other written obligations for the payment of money. (f) ~Certificate of incorporation~ includes: (i) the original certificate of incorporation or any other instrument filed or issued under any statute to form a domestic or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or by other certificates or instruments filed or issued under any statute; and (ii) a special act or charter creating a domestic or foreign corporation, as amended, supplemented or restated. (g) ~Corporation~ or ~domestic corporation~ means a corporation for profit organized under this act, or existing on its effective date and theretofore organized under any other law of this State for a purpose or purposes for which a corporation may be organized under this act. (h) ~Director~ means any member of the governing board of a corporation, whether designated as director, trustee, manager, governor, or by any other title. (i) ~Foreign corporation~ means a corporation for profit organized under laws of a jurisdiction other than this State for a purpose or purposes for which a corporation may be organized under this act. (j) ~Resolution~ means any action taken or authority granted by the shareholders, the board, or a committee of the board, regardless of whether evidenced by a formal resolution. (k) ~Secretary of State~ means the Secretary of State of New Jersey. (l) ~Shareholder~ means one who is a holder of record of shares in a corporation. (m) ~Shares~ means the units into which the proprietary interests in a corporation are divided. (n) ~Subscriber~ means one who subscribes for shares in a corporation, whether before or after incorporation. (o) ~Subsidiary~ means a domestic or foreign corporation whose outstanding shares are owned directly or indirectly by another domestic or foreign corporation in such number as to entitle the holder at the time to elect a majority of its directors without regard to voting power which may thereafter exist upon a default, failure or other contingency. (p) ~Treasury shares~ means shares of a corporation which have been issued, and have been subsequently acquired by the corporation under circumstances which do not result in cancellation. Treasury shares are issued shares, but not outstanding shares. (q) ~Other business entity~ means a partnership or limited liability company, whether organized under the laws of this State or under the laws of any other state or foreign jurisdiction. (r) ~Votes cast~ means all votes cast in favor of and against a particular proposition, but shall not include abstentions. Amended 1995,c.279,s.1.

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