The New Jersey Business Corporation Act defines Corporation or Domestic Corporation as a corporation incorporated for profit under the rules of the state of New Jersey.
One or more individuals may act as incorporator or incorporators of a corporation by signing and filing a certificate of incorporation in the office of the Secretary of State. Individuals acting as incorporators shall be at least 18 years of age. Incorporators need not be United States citizens or residents of the state of New Jersey or subscribers to shares in the corporation.
Corporations have the liberty to engage in any lawful business unless a more limited purpose is set forth in its certificate of incorporation. Each corporation shall maintain a registered office and registered agent in the state of New Jersey. The registered office need not be the same as any of its places of business.
A corporation has perpetual duration and succession in its corporate name. It has the same powers as a natural person to do all things necessary to carry out its business. The name of a corporation shall contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or words or abbreviations of like import in another language.
The corporate existence of a corporation begins when the certificate of incorporation is filed with the Secretary of State. After incorporation the initial directors shall hold a meeting to complete the organization of the corporation. The organizational meeting adopts by-laws, elect officers, authorize the issuance of shares, and carry on any other business brought before the meeting.
The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation. The bylaws shall not be inconsistent with its certificate of incorporation or with the laws of the state of New Jersey.
All corporate powers shall be exercised by or under the authority of its board of directors. The authority of the board of directors shall be subject to any limitation set forth in the certificate of incorporation. The board of directors of a corporation shall consist of one or more members.
The certificate of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized the certificate of incorporation shall prescribe a distinguishing designation for each class.
A corporation may hold the annual shareholders’ meeting in or outside the state of New Jersey at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold the annual meeting at its registered office. Failure to hold an annual meeting in one or more years does not affect the validity of any corporate action or work a forfeiture or dissolution of the corporation.