N.J. Stat. » Title 14A — CORPORATIONS, GENERAL
New Jersey Statutes

N.J. Stat. § 14A:12-9 (2026)

Effect of dissolution

✓ current as of May 2026
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(1) Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall carry on no business except for the purpose of winding up its affairs by

(a) collecting its assets;

(b) conveying for cash or upon deferred payments, with or without security, such of its assets as are not to be distributed in kind to its shareholders;

(c) paying, satisfying and discharging its debts and other liabilities; and

(d) doing all other acts required to liquidate its business and affairs.

(2) Subject to the provisions of subsection 14A:12-9(1), and except as otherwise provided by court order, the corporation, its officers, directors and shareholders shall continue to function in the same manner as if dissolution had not occurred. In particular, and without limiting the generality of the foregoing,

(a) the directors of the corporation shall not be deemed to be trustees of its assets and shall be held to no greater standard of conduct than that prescribed by section 14A:6-14;

(b) title to the corporation's assets shall remain in the corporation until transferred by it in the corporate name;

(c) the dissolution shall not change quorum or voting requirements for the board or shareholders, nor shall it alter provisions regarding election, appointment, resignation or removal of, or filling vacancies among, directors or officers, or provisions regarding amendment or repeal of by-laws or adoption of new by-laws;

(d) shares may be transferred until the record date of the final liquidating distribution or dividend to shareholders;

(e) the corporation may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred;

(f) no action brought against any corporation prior to its dissolution shall abate by reason of such dissolution.

(3) The right of the corporation to sell its assets and the right of a shareholder to dissent from such sale shall be governed by Chapters 10 and 11 in the same manner as if dissolution had not occurred.

(4) A dissolved corporation may condition the payment to its shareholders

(a) of any partial liquidating distribution or dividend on the surrender to it of the share certificates on which the distribution or dividend is to be paid for endorsement to reflect such payment; or

(b) of the final liquidating distribution or dividend on the surrender to it for cancellation of the share certificates on which the distribution or dividend is to be paid.

Notes of Decisions
Cited in 16 cases (5 in the last 5 years), 1976–2026 · leading case: Semperit Technische Produkte Gesellschaft M.B.H. v. Hennessy ex rel. Smithers, 508 S.W.3d 569 (Tex. App. 2016).
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Semperit Technische Produkte Gesellschaft M.B.H. v. Hennessy ex rel. Smithers, 508 S.W.3d 569 (Tex. App. 2016). · cites it 2× “N.J.S.A. 14A:12-9(1) (“Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall carry on no business ex *587 cept for the purpose of winding up its affairs.”
Mortg. Grader, Inc. v. Ward & Olivo, LLP (075310), 139 A.3d 30 (N.J. 2016). “See N.J.S.A. 14A:12-9 (stating that a dissolved corporation “shall carry on no business except for the purpose of winding up its affairs”).”
Gossman v. Greatland Directional Drilling, Inc., 973 P.2d 93 (Alaska 1999). “i 14-4-161 (1998) (dissolution shall not "operate to extinguish any demand or cause of action against it in favor of any person whomsoever, whether arising from contract or tort; nor shall such dissolution work the abatement of any action pending against it”); N.J. Stat. Ann. §…”
Global Landfill Agreement Grp. v. 280 Dev. Corp., 992 F. Supp. 692 (D.N.J. 1998). · cites it 6× “N.J.S.A. § 14A:12-9. Plaintiff reads the statute to mean that a corporation can be sued indefinitely after it has dissolved, wound up its affairs, and distributed all of its assets.”
Info. Sys. Servs., Inc. v. Platt, 953 A.2d 1244 (Pa. 2008). · cites it 3× “See N.J.S.A. § 14A:12-9(1) (Effect of dissolution).”
Hood Bros. Partners, L.P. v. USCO Distrib. Servs., Inc., 140 F.3d 1386 (11th Cir. 1998). “(e) the corporation may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred .”
Sanderling, Inc. v. Comm'r, 66 T.C. 743 (1976). · cites it 2× “14A:12-9 (a) (2) , which specifically provides that the directors in dissolution shall not be deemed trustees and shall be held to no greater standard of care in effecting the dissolution of a corporation than that standard of care required of corporate directors in general.”
James D. Ralph, III Vs. the Borough of Seaside Park (c-000269-15, Ocean Cnty. & Statewide) (N.J. Super. Ct. App. Div. 2019). · cites it 2× “1978); N.J.S.A. 14A:12-9(1). The dissolved entity may, however, "pay, satisfy or discharge its debts and other liabilities.”
Trs. of Int'l Union of Painters & Allied Trades Dist. Council 711 Health & Welfare Fund v. Paper Master, LLC (D.N.J. 2019). · cites it 2× “Finally, Section 14A:12-9(2)(e) states that a dissolved “corporation may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred.”
Velazquez (M.D. Penn. 2026). · cites it 2× “The activities identified in section (2) of N.J. Stat. §14A:12-9, which incl ude the ability to sue and be sued as if dissolution had not occurired, are subject to no such limitation because they do not corstitute the carrying on of business of the dissolved corporation.”
Van Bri Realty, Inc., Etc. Vs. Michael Blumenthal (l-0880-14, Middlesex Cnty. & Statewide) (N.J. Super. Ct. App. Div. 2017). “1992))); N.J.S.A. 14A:12-9(1) (stating 10 A-0368-15T2 that a dissolved corporation "shall carry on no business except for the purpose of winding up its affairs").”
Phoenix Pinelands Corp., Etc. Vs. Harry Davidoff (c-000246-11, Ocean Cnty. & Statewide) (N.J. Super. Ct. App. Div. 2021). “§ 14:13-4 , superseded by N.J.S.A. 14A:12-9 (1968), he did not cite any case or statute supporting his position that "the same thing would apply to a trust," and the case the trial judge relied on, Zabriskie, does not support it.”
Show all 16 citing cases →
N.J. Stat. § 14A:12-9(1): 5 cases
Semperit Technische Produkte Gesellschaft M.B.H. v. Hennessy ex rel. Smithers, 508 S.W.3d 569 (Tex. App. 2016). “N.J.S.A. 14A:12-9(1) (“Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall carry on no business ex *587 cept for the purpose of winding up its affairs.”
Global Landfill Agreement Grp. v. 280 Dev. Corp., 992 F. Supp. 692 (D.N.J. 1998). “N.J.S.A. § 14A:12-9. Plaintiff reads the statute to mean that a corporation can be sued indefinitely after it has dissolved, wound up its affairs, and distributed all of its assets.”
Info. Sys. Servs., Inc. v. Platt, 953 A.2d 1244 (Pa. 2008). “See N.J.S.A. § 14A:12-9(1) (Effect of dissolution).”
James D. Ralph, III Vs. the Borough of Seaside Park (c-000269-15, Ocean Cnty. & Statewide) (N.J. Super. Ct. App. Div. 2019). “1978); N.J.S.A. 14A:12-9(1). The dissolved entity may, however, "pay, satisfy or discharge its debts and other liabilities.”
Van Bri Realty, Inc., Etc. Vs. Michael Blumenthal (l-0880-14, Middlesex Cnty. & Statewide) (N.J. Super. Ct. App. Div. 2017). “1992))); N.J.S.A. 14A:12-9(1) (stating 10 A-0368-15T2 that a dissolved corporation "shall carry on no business except for the purpose of winding up its affairs").”
N.J. Stat. § 14A:12-9(2)(b): 1 case
Info. Sys. Servs., Inc. v. Platt, 953 A.2d 1244 (Pa. 2008). “See N.J.S.A. § 14A:12-9(1) (Effect of dissolution).”
N.J. Stat. § 14A:12-9(2)(e): 5 cases
Semperit Technische Produkte Gesellschaft M.B.H. v. Hennessy ex rel. Smithers, 508 S.W.3d 569 (Tex. App. 2016). “N.J.S.A. 14A:12-9(1) (“Except as a court may otherwise direct, a dissolved corporation shall continue its corporate existence but shall carry on no business ex *587 cept for the purpose of winding up its affairs.”
Info. Sys. Servs., Inc. v. Platt, 953 A.2d 1244 (Pa. 2008). “See N.J.S.A. § 14A:12-9(1) (Effect of dissolution).”
Trs. of Int'l Union of Painters & Allied Trades Dist. Council 711 Health & Welfare Fund v. Paper Master, LLC (D.N.J. 2019). “Finally, Section 14A:12-9(2)(e) states that a dissolved “corporation may sue and be sued in its corporate name and process may issue by and against the corporation in the same manner as if dissolution had not occurred.”
Michael D'Antonio v. Borough of Allendale (3d Cir. 2022).
Esposito v. Info. Tech. Corp. of the Tr-States (S.D.N.Y. 2022).
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