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Section: Recital in record that person was summoned or appeared; estoppel

Statute: 14A:12-4.1

(1) A corporation which has ceased doing business and does not intend to recommence doing business may be dissolved by action of its board and shareholders or, as set forth in this section, by a corporate officer, if the corporation (a) Has no assets; (b) Has ceased doing business and does not intend to recommence doing business; and (c) Has not made any distributions of cash or property to its shareholdersˆwithin the last 24 months and does not intend to make any distribution followingˆits dissolution. (2) The dissolution of a corporation may be authorized by the shareholdersˆwithout a meeting as provided in section 14A:12-3, by action of the board and the shareholders as provided in section 14A:12-4 or by action of a corporate officer as provided below. The dissolution may be authorized by a corporate officer if the officer has given 30 days' prior written notice of his intention to dissolve the corporation by mail or personal service to all known directors and shareholders at their last known address and no director or shareholder has objected to the proposed dissolution. The dissolution shall be effected by filing with the Secretary of State a certificate of dissolution executed on behalf of the corporation by all of the shareholders or any officer of the corporation setting forth the following: (a) The name of the corporation; (b) The name and address of the shareholders executing the certificate, orˆthe name, address and title of the officer executing the certificate; (c) That the corporation has no assets, has ceased doing business and doesˆnot intend to recommence doing business, and has not made any distributions of cash or property to its shareholders within the last 24 months and does not intend to make any distribution following its dissolution; (d) That (i) the shareholders have authorized the dissolution by signing the certificate of dissolution in person or by proxy, or (ii) the board and the shareholders have authorized the dissolution as provided in section 14A:12-4, orˆ(iii) 30 days' prior written notice of the dissolution has been mailed to or personally served upon all known directors and shareholders at their last known addresses and no one of them has objected to the dissolution; and (e) That the shareholders executing the certificate believe, or the officer executing the certificate believes, that all of the statements in the certificate are true under penalty of perjury. (3) Notwithstanding the provisions of sections 14A:2-2 and 14A:15-2, and section 3 of P.L. 1973, c. 367 (C. 54:50-14) or any other provisions of law, (a) The Secretary of State shall accept for filing a certificate of dissolution pursuant to the provisions of this section (i) without payment of any filing fee; and (ii) without the filing with the Secretary of State of the certificate of the Director of the Division of Taxation evidencing the payment, or provision for the payment, by the corporation of taxes, fees, penalties, and interest; and (b) The name of the corporation shall be available immediately for corporate use upon the filing of a certificate of dissolution pursuant to the provisions of this section. (added) 1988,c.94,s.68.

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