Requires State Treasurer to collect and study certain demographic information on corporate boards and in senior management.

A1949

ASSEMBLY, No. 1949

STATE OF NEW JERSEY

222nd LEGISLATURE

�

PRE-FILED FOR INTRODUCTION IN THE 2026 SESSION

Sponsored by:

Assemblywoman ANNETTE QUIJANO

District 20 (Union)

Co-Sponsored by:

Assemblywoman Lopez

SYNOPSIS

���� Requires State Treasurer to collect and study certain
demographic information on corporate boards and in senior management.

CURRENT VERSION OF TEXT

���� Introduced Pending Technical Review by Legislative
Counsel.

��

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:5-5.� 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.