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1. The N.J.A.C. 7:26B Industrial Site Recovery Act (ISRA) Rules address the dissolution or potential dissolution of a company.
In addition to the several formalities of notification to the Secretary of State, any local dissolution notice and other usual procedures for dissolution of a corporate entity in New Jersey, the ISRA requires pre-notice and notification requirements prior to dissolution of the corporation as follows: (Please see especially 7:26B-3.2(a)4 below)
"SUBCHAPTER 3. GENERAL INFORMATION NOTICE
7:26B-3.1 Prenotice filing conference
The Department shall, upon request of any owner or operator of an industrial establishment with an impending closing of operations or transfer of ownership or operations of an industrial establishment, meet with the owner or operator to discuss compliance with the provisions of ISRA and this chapter."
"7:26B-3.2 Notification requirements
(a) An owner or operator planning to close operations or transfer ownership or operations of an industrial establishment shall submit a completed General Information Notice to the Department pursuant to N.J.A.C. 7:26B-3.3, within five calendar days after to the occurrence of any of the transactional events provided below:
1. The close of operations of an industrial establishment or the owner's or
operator's public release of its decision to close operations, whichever occurs first;
2. The execution of an agreement by the owner or operator to transfer ownership
or operations of the industrial establishment;
3. The signing of an agreement of sale, or the execution of a lease for a period of
99 years or longer, for the industrial establishment or the real property of the industrial
4. The effective time of corporate dissolution as specified at N.J.S.A. 14A:12-8,
or upon the filing of a certificate of dissolution in the office of the Secretary of State,
whichever occurs first;"
To further clarify item 4 above, under NJSA 14A:12-8 the Effective Time of Dissolution is as follows:
"14A:12-8. Effective time of dissolution.
A corporation is dissolved
(a) when the period of duration stated in the corporation's certificate of incorporation expires and the corporation files a certificate of dissolution in the office of the Secretary of State pursuant to section 14A:12-5.1; or
(b) upon the proclamation of the Secretary of State issued pursuant to section 54:11-2 of the Revised Statutes; or
(c) when a certificate of dissolution is filed in the office of the Secretary of State pursuant to section 14A:12-2, 14A:12-3, 14A:12-4 or 14A:12-5, except when a later time not to exceed 90 days after the date of filing is specified in the certificate of dissolution; or
(d) when a judgment of forfeiture of corporate franchises
or of dissolution is entered by a court of competent jurisdiction
Following is a direct link to the Rules for your review and reference:
2. As to whether the state would have recourse to the corporation's shareholders
during any stage of the corporations
existence or following its dissolution, recourse would typically be limited to the shareholders' interests and investments
in the corporation, which may remain at risk, generally until dissolution. The ISRA Rules provide that if there is a transfer of ownership or operations the applicant must identify whether the transaction involves the transfer of stock.
The focus of the Rules and a proper course to resolve any question regarding the continued existence of the corporation and its proper dissolution, appears to be on promoting effective dialogue with the NJ Department prior to dissolution to avoid surprises and to ensure that all parties are appropriately communicating and considering that intention.
I hope this is responsive to your question. If you would like further clarification, please let me know.