Nonprofit Corporation Voluntary Dissolution Filing Requirements in New Jersey

At a glance

Requirements one by one

Entity and filing agency

The domestic nonprofit routes in §§ 15A:12-2 through 15A:12-6 use a certificate of dissolution. The dissolution sections name the Secretary of State as filing officer; current § 15A:15-1 places corporation filings and their fees in the Department of the Treasury with the State Treasurer.

Before activities begin

Section 15A:12-2 permits incorporator action before the board's organizational meeting and board action after that meeting. Activities must not have begun, liabilities must be absent, and assets must be absent or already distributed under the required plan, less expenses. A majority of incorporators or trustees executes and files an original and copy. The certificate identifies the name, registered agent and office, incorporators and initial trustees, eligibility facts, asset disposition, and majority election to dissolve.

Board action

For the board/member route, § 15A:12-4 requires a board recommendation, adoption of the distribution plan, and submission to the members. Section 15A:6-7 ordinarily makes a majority present at a meeting with a quorum the board's act. The default quorum is a majority of the whole board, subject to the specified governing-document variations and floor of the greater of two persons or one-third.

If no members are entitled to vote on dissolution, § 15A:12-5 uses an affirmative two-thirds vote of trustees at a board meeting. Section 15A:6-7 permits unanimous written consent unless the certificate or bylaws provide otherwise; the consents are filed with the minutes and have the effect of a unanimous board vote.

Members, classes, and special authorization

Section 15A:12-4 counts two-thirds of votes cast, with a separate two-thirds cast-vote approval for each class entitled to vote as a class. Section 15A:5-12 permits greater governing-document thresholds and a qualifying lesser threshold no lower than a majority cast. A lesser bylaw threshold needs the certificate's authorization. Section 15A:5-9 normally requires a majority of entitled votes for quorum, with specified variations.

Section 15A:12-3 permits all eligible members to consent in writing, adopt the plan, and execute and file the certificate directly. Section 15A:12-6 separately allows a certificate-of-incorporation provision specifying who can dissolve at will or on an event, the plan-adoption procedure, and execution authority. The chosen route controls the approval statements placed in the filing.

Notice, plan, and conditional outside approval

Under §§ 15A:12-4 and 15A:5-4, voting members receive written notice of the time, place, and purposes personally or by mail 10–60 days before the meeting. Authorized remote participation requires the notice to describe the means of communication.

Section 15A:12-8 requires a plan for the statutory voluntary routes and implements asset-disposition provisions in the certificate and bylaws. A corporation without disposable assets includes a statement to that effect in the plan. The filing under § 15A:12-10 includes the plan and confirms judicial or governmental approval of the plan and distribution when required. The filing office forwards a copy to the Attorney General; forwarding is distinct from an approval required by another applicable rule.

Certificate contents and signers

Section 15A:12-10 requires the name, registered agent and office, officer and trustee names and addresses, plan, election to dissolve, authorization method, and liabilities statement. Officer and trustee addresses are residences or other places where mail is regularly received, and cannot be the corporation's address. Liabilities must be discharged or adequately provided for; if assets are insufficient, the certificate states that assets were fairly applied as far as possible.

A unanimous-member or trustee route includes the requisite signing statement. The board/member meeting route includes the board resolution, meeting date and place, eligible and present member counts, affirmative and negative votes, and applicable class votes. A special certificate-authorized route identifies its provision and authorized execution.

Section 15A:1-7 ordinarily calls for the chair, president, or vice-president to sign on behalf of the corporation and state a name and capacity. A court-appointed officer supplies the fiduciary alternative. The early, unanimous-member, and certificate-authorized routes have their own execution provisions under §§ 15A:12-2, 15A:12-3, and 15A:12-6.

Fee and effective time

Current § 15A:15-1(c) lists $75 for the ordinary dissolution certificate. The qualifying early route in § 15A:12-2(c) expressly provides filing without a fee. Under § 15A:12-14, dissolution ordinarily occurs when the original and copy are filed, unless the certificate specifies a later time within 30 days.

Revocation

Section 15A:12-16 allows the listed ordinary routes to be reversed within 60 days after dissolution takes effect, if no corporate assets have been disposed of and its cross-referenced court proceeding is not pending. Its unanimous-signature route uses all members, or all trustees when no members are entitled to vote. For the eligible alternative meeting route, member approval and notice follow § 15A:12-4; the trustee-only route follows § 15A:12-5. The filed original and copy contain the relevant route and approval statements. Previously required governmental dissolution approval must also be obtained for revocation.

Section 15A:15-1(c) sets the revocation fee at $75. Under § 15A:12-17, filing makes revocation effective and permits ordinary activities as though the proceedings never began, subject to the name exception below.

Winding up and asset restrictions

Section 15A:12-15 continues existence to collect assets, fulfill contracts, transfer property, pay liabilities, and perform liquidation acts. Title remains in the corporation until transfer, and proceedings and specified remedies survive. Section 15A:12-8 honors return conditions and protects assets limited to charitable, religious, educational, or similar uses through its recipient, receiver, and court-order provisions.

What trips people up

Revocation can restore activities without restoring the old name. Under § 15A:12-17(b), a dissolved corporation that consented to another corporation's adoption of its name or a confusingly similar name does not recover the right to that name by revoking dissolution.

Common questions

Do trustees acquire a higher conduct standard solely because of dissolution? Section 15A:12-15(b)(1) expressly preserves the standard in its cross-referenced trustee-duty provision rather than treating them as trustees of the assets solely through dissolution.

Can a membership still be transferred while winding up? Section 15A:12-15(b)(4) preserves transferability for memberships that were transferable before dissolution.

Statutes and sources

• N.J.S.A. § 15A:12-2 — “a. A corporation may be dissolved by action of its incorporators when there has been no organization meeting of the board, or by the board if there has been an organization meeting, if the corporation: (1) has not commenced activities; (2) has no debts or other liabilities; and (3) has no assets or if it had assets, has distributed them according to a plan pursuant to section 15:12-8 less any part of the assets disbursed for expenses. b. The dissolution of a corporation shall be effected when a majority of the incorporators or trustees execute and file in the office of the Secretary of State an original and a copy of a certificate of dissolution stating: (1) the name of the corporation; (2) the name of the registered agent of the corporation; (3) the location of the registered office of the corporation; (4) the names of the incorporators and trustees constituting the first board; (5) that the corporation has not commenced activities and has no debts or other liabilities; (6) that the corporation has no assets or if it had assets, has distributed them according to a plan pursuant to section 15A:12-8, less any part of the assets disbursed for expenses; and (7) that a majority of the incorporators or trustees has elected that the corporation be dissolved. c. The Secretary of State shall accept for filing a certificate of dissolution pursuant to the provisions of this section without payment of a filing fee and shall make the name of the corporation available immediately for corporate use upon the filing of a certificate of dissolution pursuant to the provisions of this section. The Secretary of State shall forward the copy to the Attorney General.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:12-3 — “A corporation may be dissolved by the written consent of all its members entitled to vote thereon. To effect the dissolution, the members shall adopt a plan of dissolution pursuant to section 15A:12-8 and shall execute and file in the office of the Secretary of State an original and a copy of a certificate of dissolution which shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:12-4 — “a. A corporation which has members entitled to vote on its dissolution may be dissolved by action of its board and its members as provided in this section. b. The board shall recommend that the corporation be dissolved, adopt a plan of dissolution pursuant to section 15A:12-8, and direct that the plan of dissolution be submitted to a vote at a meeting of members. c. Notice of the meeting shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this act for the giving of notice of meetings of members. d. At the meeting, a vote of the members shall be taken on the proposed plan of dissolution. The plan of dissolution shall be approved upon receiving the affirmative vote of two-thirds of the votes cast by the members of the corporation entitled to vote thereon, and, in addition, if any class is entitled to vote thereon as a class, the affirmative vote of two-thirds of the votes cast in each class vote. The voting requirements of this section shall be subject to the greater or lesser requirements as are adopted pursuant to section 15A:5-12.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:12-5 — “If there are no members of the corporation entitled to vote on the dissolution of the corporation, a corporation may be dissolved by the affirmative vote of two-thirds of its trustees at a meeting of the board. If dissolution is approved as provided in this section, a certificate of dissolution shall be executed on behalf of the corporation and an original and a copy shall be filed in the office of the Secretary of State. The certificate shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:12-6 — “a. The certificate of incorporation may provide that any member, any trustee, or any specified number of members or trustees or any class of members may effect the dissolution of the corporation at will or upon the occurrence of a specified event. The provision shall specify the procedures for adopting a plan of dissolution. The dissolution of the corporation may be effected by adopting a plan of dissolution pursuant to section 15A:12-8 and by filing an original and a copy of a certificate of dissolution in the office of the Secretary of State, executed as the certificate of incorporation may provide. The certificate of dissolution shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General. b. An amendment of the certificate of incorporation which adds, amends, or deletes a provision authorized by subsection a. of this section, shall be authorized at a meeting of members by a vote of all the members, or by a lesser vote, but not less than the vote set forth in paragraph 3 of subsection d. of section 15A:9-2, as may be specifically provided for in the certificate of incorporation for such amendment. c. If the corporation has no members entitled to vote on a dissolution of the corporation, the certificate of incorporation may provide that any trustee or any specified number of trustees may effect the dissolution of the corporation at will or upon the occurrence of a specified event. The provision shall specify the procedures for adopting a plan of dissolution. The dissolution of the corporation may be effected by adopting a plan of dissolution pursuant to section 15A:12-8 and by filing an original and a copy of a certificate of dissolution in the office of the Secretary of State, executed as the certificate of incorporation may provide. The certificate of dissolution shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General. d. An amendment of the certificate of incorporation which adds, amends, or deletes a provision authorized by subsection c. of this section, shall be authorized at a meeting of the trustees by a vote of all the trustees, or by a lesser vote not below two-thirds, as may be specifically provided for in the certificate of incorporation for such an amendment.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:12-8 — “a. Every corporation which dissolves pursuant to section 15A: 12-2, 15A:12-3, 15A:12-4, 15A:12-5, 15A:12-6 or 15A:12-7 shall adopt a plan of dissolution for the satisfaction of its liabilities and the distribution of its assets. The plan shall implement all provisions in the certificate of incorporation or bylaws prescribing the disposition of assets. b. The plan shall include, where appropriate, provisions to implement the following in the priority set forth below: (1) Payment and discharge of all liabilities and obligations of the corporation; (2) Compliance with all conditions of any tax exemption applicable to the corporation; (3) Return, transfer or conveyance of all assets received and held by the corporation upon condition that the assets be returned, transferred or conveyed upon dissolution of the corporation; (4) Transfer or conveyance of all assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon condition set forth in paragraph (3) of subsection b. of this section, to one or more domestic or foreign corporations engaged in activities substantially similar to those of the dissolving corporation or, if applicable, to a receiver to be held for the benefit of the public and for use in accordance with the limitations, or pursuant to a court order; (5) Distribution of all assets required by the corporation's certificate of incorporation or bylaws to be distributed to the members in the manner so specified; (6) Disposition of all other assets. c. If the corporation has no disposable assets at the time of dissolution, the plan of dissolution shall include a statement to that effect.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:12-10 — “Upon authorization of dissolution in the manner specified in this chapter, a certificate of dissolution shall be executed and an original and a copy of the certificate shall be filed in the office of the Secretary of State in accordance with the section of this act pursuant to which the dissolution is authorized. The Secretary of State shall forward the copy to the Attorney General. The certificate of dissolution shall set forth: a. The name of the corporation; b. The name of the registered agent of the corporation; c. The location of the registered office of the corporation; d. The name and address of each of its officers and trustees, which addresses shall be either the residence address of such person or other address where that person regularly receives mail and which is not the address of the corporation; e. The plan of dissolution; f. That the corporation elects to dissolve; g. The manner in which the dissolution was authorized; h. A statement that the liabilities of the corporation have been discharged, or that adequate provision has been made therefor, or that the assets of the corporation are not sufficient to discharge its liabilities, and that all the assets of the corporation have been fairly applied, to the extent possible, to pay the liabilities; i. If the dissolution is effected by the written consent of all its members pursuant to section 15A:12-3 or of all its trustees pursuant to section 15A:12-5, that the certificate has been signed in person or by proxy by all the members entitled to vote thereon or by all the trustees of the corporation; j. If the dissolution is effected pursuant to section 15A:12-4, the text of the board resolution authorizing dissolution, the date and place of the meeting of members called to vote upon the dissolution, the total number of members entitled to vote on the dissolution and the number of members present at the meeting, the number of votes voted for and voted against the dissolution and, where applicable, the number of votes in each class voted for and voted against the dissolution; k. If the dissolution is effected pursuant to section 15A:12-6, that the dissolution is effected pursuant to a provision of the certificate of incorporation and that the certificate is executed and filed by the person or persons authorized by the certificate of incorporation; l . If the dissolution is effected pursuant to section 15A:12-7, the fact that the corporation is dissolved because of expiration of the period of duration stated in its certificate of incorporation or bylaws; and m. A statement that the plan of dissolution and the distribution of assets has been approved by a judge of the Superior Court or by a governmental body or officer if such approval is required.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:12-14 — “A corporation is dissolved: a. Upon the proclamation of the Secretary of State issued pursuant to subsection c. of section 15A:4-5; or b. When an original and a copy of a certificate of dissolution is filed in the office of the Secretary of State pursuant to section 15A: 12-2, 15A:12-7, or 15A:12-10, except when a later time not to exceed 30 days after the date of filing is specified in the certificate of dissolution; or c. When a judgment of forfeiture of corporate existence or of dissolution is entered by a court of competent jurisdiction.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:12-15 — “a. Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall not carry on activities except for the purpose of winding up its affairs by: (1) Collecting its assets; (2) Fulfilling or discharging its contracts; (3) Conveying for cash or upon deferred payments, with or without security, those of its assets as are not to be distributed in kind to its members; (4) Paying, satisfying and discharging its debts and other liabilities; and (5) Doing all other acts required to liquidate its activities and affairs. b. Subject to the provisions of subsection a. of this section, and except as otherwise provided by court order, the corporation, its officers, trustees and members shall continue to function for the purpose of winding up the affairs of the corporation in the same manner as if dissolution had not occurred. In particular, and without limiting the generality of the foregoing: (1) The trustees of the corporation shall not be deemed to be trustees of its assets and shall be held to no greater standard of conduct than that prescribed by section 15A:6-14; (2) Title to the corporation's assets shall remain in the corporation until transferred by it in the corporate name; (3) The dissolution shall not change quorum or voting requirements for the board or members, nor shall it alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, trustees or officers, or provisions regarding amendment or repeal of bylaws or adoption of new bylaws; (4) Memberships which were transferable prior to the dissolution may thereafter be transferred; (5) The corporation may sue and be sued in all courts and participate in actions and proceedings, whether judicial, administrative, arbitrative or otherwise, in its corporate name, and process may issue by and against the corporation in the same manner as if dissolution had not occurred; (6) No action brought against any corporation prior to its dissolution shall abate by reason of the dissolution. c. The dissolution of a corporation shall not affect any remedy available to or against the corporation, its trustees, officers or members, for any right or claim existing or any liability incurred before the dissolution, except as provided in section 15A:12-12 (jurisdiction of Superior Court to supervise dissolution and liquidation) or 15A:12-19 (filing or barring claims).” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:12-16 — “a. Dissolution proceedings commenced pursuant to section 15A:12-3, 15A:12-4, 15A:12-5, 15A:12-6, or 15A:12-7 may be revoked at any time within 60 days after the effective time of dissolution, as determined pursuant to section 15A:12-14, if no disposition of corporate assets has been made and no proceeding pursuant to section 15A:12-21 is pending, by filing in the office of the Secretary of State an original and a copy of a certificate of revocation signed, in person or by proxy, by all of the members or, if there are no members entitled to vote thereon, by all of the trustees, stating that revocation is effective pursuant to subsection a. of this section and that all the members or, if there are no members entitled to vote thereon, all of the trustees of the corporation have signed the certificate, in person or by proxy. In the case of a corporation dissolved pursuant to section 15A:12-7, the certificate must be accompanied by an original and a copy of a certificate of amendment executed by the same persons executing the certificate of revocation containing the information set forth in subsection b. of section 15A:9-4 and extending the period of duration for a specified or indefinite period of time. The Secretary of State shall forward the copy of the certificate to the Attorney General. b. In addition to the procedures for revocation of dissolution set forth in subsection a. of this section, corporations having dissolved pursuant to section 15A:12-3, 15A:12-4 or 15A:12-5 may also revoke the dissolution at any time within 60 days after the effective time of dissolution, as determined pursuant to section 15A:12-14, if no disposition of corporate assets has been made and no proceeding pursuant to section 15A:12-21 is pending, in the following manner: (1) The board of trustees shall call a meeting of members to vote upon the question of revocation of the dissolution proceedings, and in connection with the meeting, the members shall be given the same notice, and the revocation shall be approved by the same vote, as that required by section 15A:12-4 for the approval of dissolution; if there are no members entitled to vote on the revocation, the trustees must approve the revocation at a meeting of the board by the same vote as that required by section 15A:12-5 for the approval of the dissolution; (2) If the members or trustees approve the revocation, an original and a copy of a certificate of revocation shall be executed on behalf of the corporation and shall be filed in the office of the Secretary of State, and the certificate shall state: (a) that dissolution is revoked pursuant to subsection b. of section 15A:12-16; (b) the matters required by subsections a., b., c., and d. of section 15A:12-10; (c) if the revocation of the dissolution is effected by the written consent of all of its members or all of its trustees, that the certificate has been signed in person or by proxy by all the members entitled to vote thereon or by all of the trustees of the corporation; and (d) if the revocation of the dissolution is effected by action of its board and its members, the text of the board resolution authorizing revocation, the date and place of the meeting of members called to vote upon the revocation, the total number of members entitled to vote on the revocation, the number of members present at the meeting, the number of votes voted for and voted against the revocation and, where applicable, the number of votes in each class voted for and voted against the revocation. The Secretary of State shall forward the copy to the Attorney General; (3) If approval of the dissolution of a corporation is required by a governmental body or officer, and the approval has been given, approval of the revocation of that body or officer must be filed with the certificate of revocation.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:12-17 — “a. Upon the filing of an original and a copy of a certificate of revocation as authorized by this act, the revocation of dissolution proceedings shall become effective, and the corporation may, subject to the provisions of subsection b. of this section, again conduct activities in the same manner as if the dissolution proceedings had never been commenced. b. If, pursuant to subsection d. of section 15A:2-2, a dissolved corporation has filed a written consent to the adoption of its name or a confusingly similar name by another, the subsequent revocation of dissolution proceedings pursuant to this section shall not restore the dissolved corporation's right to the use of its name.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:1-7 — “a. If a document relating to a domestic or foreign corporation is required or permitted to be filed in the office of the Secretary of State under this act: (1) The document shall be in the English language, except that the corporate name need not be in the English language if written in English letters or Arabic or Roman numerals, and except that this requirement shall not apply to a certificate of good standing under paragraph (2) of subsection b. of section 15A:2-5, section 15A:2-6 or subsection b. of section 15A:13-4; (2) The filing shall be accomplished by delivering the document to the office of the Secretary of State, together with the fees and any accompanying documents required by law. The Secretary of State shall endorse upon it the word "Filed" with the Secretary's official title and the date of filing thereof, and shall file it in the office of the Secretary of State. If so requested at the time of the delivery of the document, the Secretary of State shall include the time of filing in the endorsement thereon; (3) The transaction in connection with which the document has been filed shall be effective at the time of filing, unless a subsequent effective time is set forth in the document pursuant to any other provision of this act, in which case the transaction shall be effective at the time specified, which shall not be later than 30 days after the date of filing. b. If a document relating to a domestic corporation or a foreign corporation is required or permitted to be filed under this act and is also required by this act to be executed on behalf of the corporation, the document shall be signed by the chairman of the board, or the president or a vice-president. The name of any person so signing the document, and the capacity in which signed, shall be stated beneath or opposite the signature. The document may contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary of the corporation; or (3) An acknowledgment or proof. If the corporation is in the hands of a court-appointed officer, the document shall be signed by that officer or the majority of them, if there are more than one. c. If a document relating to a domestic or foreign corporation was required or permitted to be filed in the office of the Secretary of State under the law in force prior to the effective date of this act and was or is duly executed before or after the effective date of this act, in accordance with that law, to reflect any vote, consent, certification, or action by trustees, officers, or members of a corporation or by any of these persons on behalf of the corporation, duly taken, given or made before the effective date of this act, the document and any annual report by a corporation, so executed, may be filed in the office of the Secretary of State on the effective date of this act, and within 6 months thereafter. d. The Secretary of State shall record all documents, except annual reports, which relate to or in any way affect corporations, and which are required or permitted by law to be filed in the office of the Secretary of State. The recording may be effected by typewritten copy, or by photographic, microphotographic or microfilming process, or in other manner as may be provided by law. The recorded documents shall be kept in a place different from the place where the originals are filed. e. If any instrument filed with the Secretary of State under any provision of this act is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, the instrument may be corrected by filing with the Secretary of State a certificate of correction executed on behalf of the corporation. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the correction. The instrument as corrected shall be deemed to have been effective in its corrected form as of its original filing date, but as to persons who relied upon the inaccurate portion of the certificate and who are adversely affected by the correction, the correction shall be effective as of the effective date of filing the certificate of correction.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:5-4 — “a. Except as otherwise provided in this act, written notice of the time, place and purposes of every meeting of members shall be given not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, to each member of record entitled to vote at the meeting. If the board has authorized participation by members by means of remote communication pursuant to N.J.S.15A:5-1, the notice to members shall describe the means of remote communication to be used. b. When a meeting is adjourned to another time or place, it shall not be necessary, unless the bylaws otherwise provide, to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only business shall be transacted as might have been transacted at the original meeting. If after the adjournment, the board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record on the new record date entitled to notice under subsection a. of this section.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:5-9 — “a. Unless otherwise provided in the certificate of incorporation, the bylaws, or this act, the members entitled to cast a majority of the votes at a meeting shall constitute a quorum at the meeting. The members present in person or by proxy at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Less than a quorum may adjourn. b. Whenever any class of members is entitled to vote separately on a specified item, the provisions of this section shall apply in determining the presence of a quorum of that class for the transaction of the specified item.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:5-12 — “a. Whenever any action is to be authorized by the members of a corporation and the certificate of incorporation or the bylaws require the affirmative vote of a greater proportion of the votes cast by the members entitled to vote thereon, or by the members of any class or series thereof than is required by this act with respect to the action, the provisions of the certificate of incorporation or bylaws shall control. b. Whenever any action is to be authorized by two-thirds of the votes cast by members of a corporation pursuant to this act, and the certificate of incorporation provides for the affirmative vote of a lesser proportion of the votes cast by the members entitled to vote thereon, or by the members of any class of members, but not less than a majority thereof than is required by this act with respect to the action, the provisions of the certificate of incorporation shall control. Any provision for lesser voting requirements may be set forth in the bylaws, and the requirements shall control, if the certificate of incorporation provides that the lesser voting requirements may be set forth in the bylaws. c. An amendment of the certificate of incorporation or bylaws which changes or deletes greater or lesser voting provisions shall be authorized by the same vote as would be required to take action under that provision. d. Any action required to be authorized by a vote of the members greater than a majority shall be rescinded or modified only by a like vote.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:6-7 — “a. A majority of the entire board, or of any committee thereof, shall constitute a quorum for the transaction of business, unless the certificate of incorporation or the bylaws shall provide that a greater or lesser number constitutes a quorum, which in no case shall be less than the greater of two persons or one-third of the entire board or committee, except that when a committee of the board consists of one trustee, then one trustee shall constitute a quorum. b. The act of the majority present at a meeting at which a quorum is present shall be the act of the board or the committee, unless the act of a greater number is required by this act, the certificate of incorporation or the bylaws. Any action required to be authorized by a vote of the trustees greater than a majority shall be rescinded or modified only by a like vote. c. Unless otherwise provided by the certificate of incorporation or bylaws, any action required or permitted to be taken pursuant to authorization voted at a meeting of the board or any committee thereof may be taken without a meeting if, prior or subsequent to the action, all members of the board or of the committee, as the case may be, consent thereto in writing and the written consents are filed with the minutes of the proceedings of the board or committee. The consents shall have the same effect as a unanimous vote of the board or committee for all purposes, and may be stated as such in any certificate or other document filed with the Secretary of State.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:15-1(c) — “(1) for filing a certificate of dissolution...... $75.00. (2) for filing a certificate of revocation of dissolution proceedings...... $75.00.” New Jersey Legislature. Accessed 2026-09-29.

• N.J.S.A. § 15A:15-1 (filing agency) — “On filing any certificate or other papers relative to corporations in the Department of the Treasury, there shall be paid to the State Treasurer filing fees as follows:” New Jersey Legislature. Accessed 2026-09-29.