54:50-13 - Merger, consolidations; dissolutions; conditions - New Jersey Statutes

54:50-13.  Merger, consolidations; dissolutions; conditions

2.  Until all taxes owing by it have been paid, or provided for as set forth in section 4 of P.L.1973, c.367 (C.54:50-15):

a.  no domestic or foreign corporation shall merge or consolidate into a foreign corporation not authorized to transact business in this State; and

b.  no domestic corporation shall dissolve and no domestic or foreign corporation shall distribute any of its assets in dissolution or liquidation to any shareholder unless

(1)  one or more domestic corporations or foreign corporations authorized to transact business in this State are owners in the aggregate of 50% or more of all classes of such corporation's capital stock and, prior to such dissolution or distribution, all such holders of the corporation's capital stock jointly and severally undertake in writing to pay all such taxes on or before the date such taxes are payable; or

(2)  such corporate action is pursuant to a plan of reorganization under which a domestic corporation or a foreign corporation authorized to transact business in this State has purchased, or is about to purchase, all, or substantially all, of the assets of such corporation in exchange for shares of its capital stock and has undertaken in writing to pay all such taxes on or before the date such taxes are payable; and

c.  no business entity shall merge or consolidate into any other business entity other than a domestic business entity or a foreign business entity authorized to transact business in this State.

L.1973,c.367,s.2; amended 1995, c.279, s.23; 1997, c.139,s.23.