Annual meeting requirements in New Jersey (NJBCA)
New Jersey corporations must hold an annual shareholders' meeting under N.J.S.A. § 14A:5-2 at a time fixed by the bylaws. The meeting can be replaced by written consent under N.J.S.A. § 14A:5-6.
| N.J.S.A. § 14A:5-2 | Annual meeting required |
|---|---|
| N.J.S.A. § 14A:5-6 | Action by written consent |
| N.J.S.A. § 14A:5-4 | Notice of meeting |
| N.J.S.A. § 14A:5-21 | Voting |
| Deadline | Each year as fixed by bylaws |
| Written consent | Unanimous required (pre-MBCA New Jersey BCA) |
- Annual meeting under N.J.S.A. § 14A:5-2 at time fixed by bylaws
- New Jersey BCA predates the MBCA
- Written consent under § 14A:5-6 generally requires UNANIMOUS consent
- Notice 10-60 days before the meeting under § 14A:5-4
- Pre-MBCA framework differs in detail from MBCA-state defaults
N.J.S.A. § 14A:5-2 requirements
Section 14A:5-2 of the New Jersey Business Corporation Act requires every NJ corporation to hold an annual shareholders' meeting at a time fixed by the bylaws. The meeting elects directors and addresses other proper business. The NJ BCA predates the Model Business Corporation Act and reflects older corporate-law traditions.
Written consent under § 14A:5-6
New Jersey's consent regime generally requires unanimous consent of all shareholders entitled to vote, with limited exceptions for certain specific actions. This pre-MBCA approach is more restrictive than MBCA-state defaults (which typically permit majority consent). For closely-held NJ corporations with stable shareholder bases, unanimous consent is straightforward; for corporations with passive minority shareholders, the unanimous requirement creates meeting-cycle friction.
Notice under § 14A:5-4
Notice must be sent not less than 10 nor more than 60 days before the meeting, consistent with broader US corporate-law conventions.
What's distinctive about New Jersey
The pre-MBCA framework is New Jersey's distinguishing feature for annual meetings. The unanimous-consent requirement, combined with the broader pre-MBCA provisions, can produce subtly different results than MBCA-state corporate-law analyses. Counsel working with NJ corporations should not assume MBCA defaults apply. The substantive annual-meeting requirements remain straightforward, but the specific N.J.S.A. provisions control rather than MBCA Chapter 7 provisions.
Octelligence generates the annual unanimous written consent or meeting minutes for every corporation, with director election and other ordinary business pre-formatted.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific templates, electronic written consents, and a complete records.