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New Jersey Transaction Guide
Copyright 2016, Matthew Bender & Company, Inc., a member of the LexisNexis Group.

2-21 New Jersey Transaction Guide 21.syn


Certificate of Incorporation


General Editors: ;E. Judson Jennings;Christopher H. Clancy;and James B. Boskey

Chapter Summary


This chapter discusses the drafting and filing of the certificate of incorporation for business corporations. It covers both required and optional provisions to be included in the certificate of incorporation. The chapter illustrates both a short and a complex form of the certificate of incorporation, as well as optional provisions that may be included in a certificate of incorporation. The chapter begins with a research guide, which cites both primary and secondary sources, including state statutes, law reviews, annotations, and text references.

The first section of this chapter outlines the nature and filing of a certificate. It begins with a discussion of the function of the certificate of incorporation. It then details the filing process and the effect of filing a certificate of incorporation. Next, it covers the issue of amending and correcting the certificate of incorporation. It also discusses the mandatory provisions of the certificate of incorporation. Finally, it details the optional provisions.

The next section of this chapter treats shares and shareholders. It first outlines the share structure of a corporation. It also defines par value and no par value shares. The section then covers the rights, preferences, and limitations of the shareholders. Some issues discussed include the determination of rights, preferences, and limitations; fixed dividend and participation rights; liquidation preferences; redemption rights; sinking or retirement fund provisions; conversion rights; and contingent protective voting rights.

New Jersey Transaction Guide (Matthew Bender) is a 14-volume general form and procedural guide for the New Jersey practitioner. It covers civil, non-litigation-oriented subject areas and is divided into five units: Business Entities, Commercial Transactions, Real Estate Transactions, Personal Transactions, and Estate Planning. This publication provides step-by-step procedural guidance and forms for virtually every transaction encountered in general practice. Each chapter offers helpful, time-saving features, including: research guide compiling sources for further reference, legal background section summarizing the law, practice guide with outlines or checklists of the steps needed to complete transactions, and forms with commentary.


Certificate of incorporation,filing certificate of incorporation,corporate shares,corporate shareholders,par value,no par value shares,dividend,fixed dividend,stock liquidation,stock redemption,sinking fund,retirement fund,stock conversion,voting rights,contingent protective voting rights


The chapter assumes that the preparations for incorporation set forth in Chapter 20 have been made.

For considerations involved in choosing the form of a new a business, see Chapter 1.

The incorporation of a going business is discussed in Chapter 3.

Related considerations concerning the by-laws are covered in Chapter 22 and amendment of the certificate of incorporation is examined in Chapter 42.

Chapter 50 discusses required provisions for certificates of incorporation for close and closely held corporations, Chapter 52 discusses those provisions for professional corporations, and Chapter 53 discusses those provisions for nonprofit corporations.


See New Jersey Corporations and Other Business Entities (Matthew Bender) for concise, expert analysis on the legal issues related to set-up, operation, stage transition, and dissolution of business entities in New Jersey.

See Dunlap Hanna--Business Law Forms & Commentary (Matthew Bender) for an extensive array of expertly drafted litigation and administrative forms, along with practical guidance, commentary, and helpful citations to legal authority.

See Business Organizations with Tax Planning (Matthew Bender) for discussion on the formation and operation of business entities, especially partnerships and corporations.
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