14A:12-3. Dissolution without a meeting of shareholders
14A:12-3. Dissolution without a meeting of shareholders.
A corporation may be dissolved by the consent of all its shareholders entitled to vote thereon. Notice of dissolution pursuant to this section shall be provided to all shareholders not entitled to vote thereon, not less than 10 nor more than 60 days before the filing of the certificate of dissolution, in the manner provided in this act for the giving of notice of meetings of shareholders. To effect such dissolution, all shareholders entitled to vote thereon shall sign and file in the office of the Secretary of State a certificate of dissolution which shall state
(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 names of its directors and officers;
(e) that the corporation is dissolved; and
(f) that the certificate has been signed in person or by proxy by all the shareholders of the corporation entitled to vote thereon.
L.1968, c.350; amended 1995,c.279,s.18.