(a) When the agreement of merger or consolidation as filed with the Insurance Commissioner as required under § 23-69-144 becomes effective, the separate existence of the constituent corporations shall cease, and they shall become a single corporation in accordance with the agreement, possessing all rights, privileges, powers, franchises, and immunities of a public as well as of a private nature and being subject to all the liabilities and duties of each of the corporations so merged or consolidated, and all, and singular, the rights, privileges, powers, franchises, and immunities of each of the corporations and all property, real, personal, and mixed, and all debts owing on whatever account and all other things in action of or belonging to each of the corporations shall be vested in the surviving or consolidated corporation. All property, rights, privileges, powers, franchises, and immunities and all and every other interest shall be thereafter the property of the surviving or consolidated corporation as effectually as they were of the several and respective constituent corporations.
(b) However, all rights of creditors and all liens upon the property of any of the constituent corporations shall be preserved unimpaired, limited in lien to the property affected by the lien at the time of the merger or consolidation. All debts, liabilities, and duties of the respective constituent corporations shall thenceforth attach to the surviving or consolidated corporation and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it.
Structure Arkansas Code
Title 23 - Public Utilities and Regulated Industries
Chapter 69 - Domestic Stock and Mutual Insurers
Subchapter 1 - General Provisions
§ 23-69-103. Inapplicability of general corporation statutes
§ 23-69-104. Powers of company not enlarged
§ 23-69-106. Articles of incorporation — Filing and approval
§ 23-69-107. Articles of incorporation — Amendment
§ 23-69-109. Pecuniary interest of officers, directors, employees, etc
§ 23-69-110. Vacancies on the board of directors
§ 23-69-111. Corporate powers and duties
§ 23-69-112. Initial qualifications — Domestic mutuals
§ 23-69-113. Formation of nonlife mutual insurer — Deposit required
§ 23-69-114. Formation of nonlife mutual insurer — Applications for insurance
§ 23-69-115. Trust deposit of premiums — Issuance of policies — Mutual insurers
§ 23-69-116. Failure to complete organization — Mutual insurers
§ 23-69-117. Additional kinds of insurance — Mutual insurers
§ 23-69-118. Membership — Mutual insurers
§ 23-69-119. Bylaws — Mutual insurers
§ 23-69-120. Meetings of stockholders or members
§ 23-69-121. Stockholders' voting rights
§ 23-69-122. Proxies — Stock insurers
§ 23-69-123. Buying of vote or proxy — Corrupt and dishonest practices prohibited
§ 23-69-124. Contingent liability of nonlife mutual members
§ 23-69-125. Contingent liability and assessability of policies — Mutual insurers
§ 23-69-126. Participating policies
§ 23-69-127. Consideration for stock
§ 23-69-128. Transfer of stock
§ 23-69-129. Dividends to stockholders
§ 23-69-130. Dividends to mutual policyholders
§ 23-69-131. Unauthorized dividends prohibited
§ 23-69-133. Stockholders' liability
§ 23-69-134. Maintenance of home office and records
§ 23-69-135. Evidence of disbursement required
§ 23-69-136. Situs of personal property for taxation
§ 23-69-137. Management and exclusive agency contracts
§ 23-69-138. Impairment of capital or assets
§ 23-69-139. Assessment of stockholders or members
§ 23-69-140. Mutualization of stock insurers
§ 23-69-141. Converting mutual insurer to stock insurer
§ 23-69-142. Mergers and consolidations and acquisition by exchange of stock
§ 23-69-143. Mergers and consolidations — Mutual insurers
§ 23-69-144. Agreement or adoption of plan for merger, consolidation, or plan of exchange of shares
§ 23-69-145. Effect of merger or consolidation
§ 23-69-146. Effect of exchange under plan of exchange
§ 23-69-147. Acquiring and acquired corporations under a plan of exchange to be separate
§ 23-69-148. Nonconsenting stockholders
§ 23-69-149. Assumption reinsurance — Stock insurers
§ 23-69-150. Assumption reinsurance — Mutual insurers
§ 23-69-151. Voluntary dissolution — Procedure
§ 23-69-152. Dissolution — Directors to act as trustees
§ 23-69-153. Dissolution — Continuation for suits and settling business
§ 23-69-154. Voluntary dissolution — Distribution of assets to stockholders