Bill Text: NJ S1514 | 2022-2023 | Regular Session | Introduced
Bill Title: Requires State Treasurer to collect and study certain demographic information on corporate boards and in senior management.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Introduced - Dead) 2022-02-10 - Introduced in the Senate, Referred to Senate Commerce Committee [S1514 Detail]
Download: New_Jersey-2022-S1514-Introduced.html
Sponsored by:
Senator LINDA R. GREENSTEIN
District 14 (Mercer and Middlesex)
SYNOPSIS
Requires State Treasurer to collect and study certain demographic information on corporate boards and in senior management.
CURRENT VERSION OF TEXT
As introduced.
An Act requiring a study of certain demographic information of corporate boards, amending N.J.S.14A:4-5 and N.J.S.15A:4-5, and supplementing P.L.1982, c.150 (C.52:16A-35 et seq.).
Be It Enacted by the Senate and General Assembly of the State of New Jersey:
1. N.J.S.14A:4-5 is amended to read as follows:
14A:4-5. (1) Every domestic corporation and every foreign corporation authorized to transact business in this State shall file in the Department of the Treasury, within the time prescribed by this section, an annual report, executed on behalf of the corporation, or executed by the registered agent, setting forth:
(a) The name of the corporation and, in the case of a foreign corporation, the jurisdiction of its incorporation;
(b) The address of the registered office of the corporation in this State, and the name of its registered agent in this State at such address;
(c) The names and addresses of the directors and officers of the corporation;
(d) (Deleted by amendment, P.L.1988, c.94.)
(e) The address of its main business or headquarters office; [and]
(f) The address of its principal business office in New Jersey, if any; and
(g) Demographic information statistics for directors and officers of the corporation, including race, ethnicity, sexual orientation, gender identity or expression, disability status, and veteran status .
(2) The State Treasurer shall designate a date for filing annual reports for each corporation required to submit a report pursuant to this section and shall annually notify the corporation of the date so designated not less than 60 days prior to such date. The corporation shall file the report within 30 days before or 30 days after the date so designated. If the date so designated is not more than six months after the date on which an annual report pursuant to the provisions of prior law was filed or on which the certificate of incorporation became effective, the corporation shall not be required to file an annual report until one year after the first occurrence of the date so designated.
(3) (Deleted by amendment, P.L.1997, c.139.)
(4) The State Treasurer shall furnish annual report forms, shall keep in his office all such reports and shall prepare an alphabetical index thereof, which reports and index shall be open to public inspection at proper hours.
(5) In the event a domestic corporation fails to file an annual report for two consecutive years with the State Treasurer, then, after written notice by certified mail to the corporation at its last known main business or headquarters office or at the address of its registered agent, the State Treasurer may issue a proclamation declaring that the certificate of incorporation of the corporation has been revoked and that all powers conferred by law upon it shall thereafter be inoperative and void. The proclamation of the State Treasurer shall be filed in the office of the State Treasurer. No corporation's certificate of incorporation shall be revoked pursuant to this subsection if, within 30 days after the giving of notice, it files the reports required by law and pays to the State Treasurer all of the fees due for the filing of the reports.
(6) In the event a foreign corporation fails to file an annual report for two consecutive years with the State Treasurer, then, after written notice by certified mail to the corporation at its last known main business or headquarters office or at the address of its registered agent, the State Treasurer may issue a proclamation declaring that the certificate of authority to do business of the corporation and the powers conferred by law upon it shall be revoked. The proclamation of the State Treasurer shall be filed in the office of the State Treasurer. No corporation's certificate of authority shall be revoked pursuant to this paragraph if, within 30 days after the giving of notice, it files the reports required by law and pays to the State Treasurer all of the fees due for the filing of the reports.
(7) If the certificate of
incorporation of a domestic corporation or a certificate of authority of a
foreign corporation has been revoked by proclamation, the certificate shall be
reinstated by proclamation of the State Treasurer upon: (a) payment by the
corporation of all fees due to the State Treasurer, consisting of a
reinstatement filing fee of $75.00, tax clearance filing fee of $20, current
annual report fee, and all delinquent annual report fees; and (b) certification
of the Director of the Division of Taxation that no cause exists for revocation
of the corporation's certificate of incorporation or certificate of authority
pursuant to R.S.54:11-2 if the reinstatement request is filed two or more years
after the revocation action. The reinstatement relates back to the date of
issuance of the proclamation revoking the certificate of incorporation or the
certificate of authority and shall validate all actions taken in the interim.
In the event that in the interim the corporate name has become unavailable, the
State Treasurer shall issue the certificate upon, in the case of a domestic
corporation, the filing of an amendment to its certificate of incorporation to
change the corporate name to an available name, and, in the case of a foreign
corporation, the filing of an amended certificate of authority adopting an assumed
name. The State Treasurer shall provide the
forms necessary to effect annual report reinstatements.
(cf: P.L.2019, c.149, s.2)
2. N.J.S.15A:4-5 is amended to read as follows:
15A:4-5. a. Every domestic corporation and every foreign corporation authorized to conduct activities in this State shall file in the office of the State Treasurer, within the time prescribed by this section, an annual report, executed on behalf of the corporation, setting forth:
(1) the name of the corporation and, in the case of a foreign corporation, the jurisdiction of its incorporation;
(2) the address, including the actual location as well as postal designation, if different, of the registered office of the corporation in this State, and the name of its registered agent in this State at that address, and, if a foreign corporation, the address of its main or headquarters office; [and]
(3) the names and addresses of the trustees and the officers of the corporation, which addresses shall be either the residence address of that person or other address where that person regularly receives mail and which is not the address of the corporation ; and
(4) Demographic information statistics for the trustees and officers of the corporation, including race, ethnicity, sexual orientation, gender identity or expression, disability status, and veteran status .
b. The State Treasurer shall designate a date for filing annual reports for each corporation required to submit a report pursuant to this section and shall annually notify the corporation of the date so designated not less than 60 days prior to that date. The corporation shall file the report within 30 days before or within 30 days after the date so designated. If the date so designated is not more than six months after the date on which an annual report pursuant to the provisions of prior law was filed or on which the certificate of incorporation became effective, the corporation shall not be required to file an annual report until one year after the first occurrence of the date so designated.
c. If the report is not filed for two consecutive years, the certificate of incorporation of the corporation or the certificate of authority of a foreign corporation shall, after written demand for the reports by the State Treasurer by certified mail addressed to the corporation at the last address appearing of record in the office of the State Treasurer, be revoked for the failure to file reports. No corporation shall be subject to the revocation of its certificate of incorporation or its certificate of authority if it shall, within 60 days after the written demand, file the reports required by law and pay to the State Treasurer the fee provided by law for the filing of each report. Any corporation having its certificate of incorporation or its certificate of authority revoked may cause a reinstatement of the certificate upon payment to the State Treasurer of: the fee then payable upon the filing of the certificate of incorporation; a current annual report fee; and payment of a reinstatement filing assessment as set forth in N.J.S. 15A:15-1. The reinstatement relates back to the date of issuance of the proclamation revoking the certificate of incorporation or the certificate of authority and shall validate all actions taken in the interim. In the event that in the interim the corporate name has become unavailable, the State Treasurer shall issue the certificate upon, in the case of a domestic corporation, the filing of an amendment to its certificate of incorporation to change the corporate name to an available name, and, in the case of a foreign corporation, the filing of an amended certificate of authority adopting an alternate name. The State Treasurer shall provide the forms necessary to effect annual report reinstatements.
d. The State Treasurer shall furnish annual report forms, shall keep all the reports and shall prepare an alphabetical index thereof. The reports and index shall be open to public inspection at proper hours.
(cf: P.L.2019, c.149, s.4)
3. (New section) By February 1, 2024, and every four years thereafter, the State Treasurer shall prepare and submit a report to the Governor and, pursuant to section 2 of P.L.1991, c.164 (C.52:14-19.1), to the Legislature, and publish the report on the Department of the Treasury Internet website documenting the number of publicly held domestic and foreign corporations whose principal executive office is located in this State, and the demographic information for the officers of the corporation and the directors or trustees on each corporation's board, based on the information submitted pursuant to N.J.S.14A:4-5 and N.J.S.15A:4-5. The report shall include, but not be limited to:
a. The race, ethnicity, sexual orientation, gender identity or expression, disability status, and veteran status of the officers of the corporation and the directors or trustees and the total number of directors or trustees that constitute the board of each corporation;
b. The change in these demographics from previous years; and
c. The aggregate demographics of all such corporate officers and boards of directors or trustees.
4. This act shall take effect immediately.
STATEMENT
This bill requires corporations and nonprofit corporations to include in their annual report, filed in the Department of the Treasury, demographic information statistics for the members of its corporate board and senior management, including race, ethnicity, sexual orientation, gender identity or expression, disability status, and veteran status.
The bill requires the State Treasurer to publish quadrennial reports, starting on February 1st, 2024, documenting the number of publicly held domestic and foreign corporations whose principal executive office is located in this State, and the demographic information for the officers of the corporation and the directors or trustees on each corporation's board. The report shall include, but not be limited to, the race, ethnicity, sexual orientation, gender identity or expression, disability status, and veteran status of the officers of the corporation and the directors or trustees and the total number of directors or trustees that constitute the board of each corporation, the change in these demographics from previous years; and the aggregate demographics of all such corporate officers and boards of directors or trustees.
