Minute book requirements in New Jersey (NJBCA)
New Jersey corporations maintain corporate records under N.J.S.A. § 14A:5-28. The New Jersey Business Corporation Act predates the MBCA and has distinctive provisions for share register inspection and shareholder rights.
| N.J.S.A. § 14A:5-28 | Required corporate records |
|---|---|
| N.J.S.A. § 14A:5-28(2) | Inspection rights |
| N.J.S.A. § 14A:5-28(4) | Cost-shifting for unreasonable refusal |
| Records location | Registered office or principal office in New Jersey |
| Inspection rights | Shareholders for proper purpose |
| Format | Paper or electronic in reproducible form |
- Records under N.J.S.A. § 14A:5-28: minutes, resolutions, share register, accounting records
- New Jersey's BCA predates the MBCA; provisions reflect older corporate-law tradition
- Shareholders have inspection rights for proper purpose
- Cost-shifting available against corporations that unreasonably refuse inspection
- Records kept at registered office or principal office in NJ
What N.J.S.A. § 14A:5-28 requires
Section 14A:5-28 of the New Jersey Business Corporation Act requires every New Jersey corporation to maintain minutes of meetings and resolutions, the share register, and accounting records. Records are kept at the registered office or principal office. The articles of incorporation are separately filed with the Department of Treasury and are part of the public record.
Inspection rights and cost-shifting
Section 14A:5-28(2) gives shareholders inspection rights for a proper purpose. New Jersey courts apply the proper-purpose test consistent with broader US corporate-law principles. Section 14A:5-28(4) provides cost-shifting against corporations that unreasonably refuse inspection: if the shareholder prevails in a court action, the corporation may be ordered to pay reasonable attorneys' fees. This creates an incentive structure favouring corporations that permit reasonable inspections.
Pre-MBCA framework
New Jersey's BCA predates the Model Business Corporation Act and reflects older corporate-law traditions. While many concepts overlap with MBCA-adopting states, the specific procedural and substantive provisions can differ in detail. Counsel working with New Jersey corporations should not assume MBCA defaults apply; the specific N.J.S.A. provisions control.
What's distinctive about New Jersey
Two features distinguish New Jersey. First, the pre-MBCA statutory framework, which means substantive provisions may differ from MBCA-state defaults in subtle ways. Second, the cost-shifting under § 14A:5-28(4) for unreasonable inspection refusals, which mirrors Michigan's cost-shifting approach and creates a meaningful incentive for corporations to permit reasonable inspections rather than litigate. New Jersey requires the corporation's Federal EIN for annual report filings, which is unusual.
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