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.

How does NJ stock ledger inspection differ from Delaware DGCL § 220?

N.J.S.A. § 14A:5-28(4) imposes a six-month-of-record or 5%-of-shares threshold for inspection, more restrictive than Delaware DGCL § 220 (any record holder can inspect). NJ shareholders below this threshold need court intervention to compel inspection.

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 ledger requirements in New Jersey (NJBCA)

What a New Jersey corporation must know about stock ledger 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:5-28	Stock ledger
N.J.S.A. § 14A:5-28(4)	Inspection rights
N.J.S.A. § 14A:5-28(2)	Required information
N.J.S.A. § 14A:5-28(3)	Location at principal office

At a glance

Records each shareholder's name, address, number and class of shares, and date acquired
Maintained at the principal office; electronic form permitted
Inspection rights granted to shareholders under state-specific 'proper purpose' standards (Delaware vs MBCA states differ)
Transfers, issuances, and cancellations recorded chronologically
Legal source of truth on ownership; the cap table is the operational analytical view

What the NJBCA requires

N.J.S.A. § 14A:5-28 requires every New Jersey corporation to maintain a stock ledger. The NJBCA's pre-MBCA heritage shows in its more detailed prescription of ledger contents.

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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