How does New Jersey's corporation code differ from MBCA states?

New Jersey has distinctive pre-MBCA heritage. The NJBCA uses some older terminology and procedural details that differ from the Model Business Corporation Act. New Jersey counsel should review specific provisions, but the substantive requirements largely parallel modern practice.

Does NJBCA require specific signatory titles on certificates?

Yes — N.J.S.A. § 14A:7-11(2) is more specific than the MBCA. Certificates must be signed by the chairperson of the board, president, or vice-president, and the secretary or assistant secretary, or by such officers as the bylaws may provide. Two signatures are typical.

Are electronic filings accepted for this jurisdiction?

Yes. The New Jersey Division of Revenue and Enterprise Services typically offers an online portal for filings and lookups. Electronic filings are usually processed faster than paper. Verify current options on the registry's website.

United States · New Jersey

Stock certificate requirements in New Jersey (NJBCA)

What a New Jersey corporation must know about stock certificate requirements under New Jersey Business Corporation Act, N.J.S.A. § 14A:1-1 et seq.: statute citations, mechanics, and inspection rights.

Governing statute

New Jersey Business Corporation Act, N.J.S.A. § 14A:1-1 et seq.

N.J.S.A. § 14A:7-11	Form and content of certificates
N.J.S.A. § 14A:7-12	Uncertificated shares
N.J.S.A. § 14A:7-15	Restrictions on transfer
N.J.S.A. § 14A:7-13	Replacement certificates

At a glance

Must show corporation name, holder name, number and class of shares, and signing officers
Signed by authorized officers (typically president and secretary); facsimile signatures permitted
Restrictive notations required when shares are subject to transfer restrictions
Uncertificated shares permitted under the MBCA framework; widely used in modern startups
Transfer requires endorsement and surrender of the old certificate (or registry entry for uncertificated shares)

What the NJBCA requires

N.J.S.A. § 14A:7-11 prescribes stock certificate content under the NJBCA. The NJBCA pre-dates the MBCA and uses distinctive terminology, though the substantive requirements are similar.

New Jersey-specific considerations

New Jersey's NJBCA has pre-MBCA heritage, with distinctive procedural language and some structural choices that differ from the Model Business Corporation Act framework. New Jersey counsel should review specific resolution drafts, certificate forms, and inspection demands to ensure compliance with New Jersey-specific rules.

Practical implications

For day-to-day corporate records management in New Jersey, the practical implications are mostly procedural: the corporation's bylaws and NJBCA both apply. The general principles (records must be maintained, shareholders have inspection rights, annual filings are required where applicable) remain similar to other US jurisdictions, but the exact procedural details merit specific New Jersey counsel review.

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