(a)(1) When a merger or consolidation has been completed, the merging or consolidating companies shall be a single company.
(2) For a merger, the single company shall be the 1 designated in the plan as the surviving company and, for a consolidation, shall be the new company described in the plan.
(b) The separate existence of the merging or consolidating companies shall cease.
(c) The surviving or new company shall have the rights, the privileges, the immunities, and the powers and shall be subject to the duties and liabilities of a life company organized under this subdivision.
(d)(1) The surviving or the new company shall have the rights, the privileges, the immunities, and the franchises of each of the merging or consolidating companies.
(2) All property interests, debts, claims, or other interests belonging to the merging or the consolidating companies shall be transferred automatically to the single company.
(3) Realty interests vested in the merging or the consolidating companies shall not revert or be impaired because of the merger or the consolidation.
(e)(1) The surviving or the new company shall be responsible for obligations of the merging or the consolidating companies.
(2) A claim involving 1 of the merging or consolidating companies may be litigated as though the merger or the consolidation had not taken place or with the single company replacing the merging or the consolidating company.
(3) Neither the rights of creditors nor any liens upon the property of a merging or consolidating company shall be impaired by the merger or the consolidation.
(f)(1) For a merger, the articles of incorporation of the surviving company shall be considered amended to the extent that the articles of merger described changes in the articles of incorporation.
(2) For a consolidation, articles of consolidation provisions required or permitted in the articles of incorporation of life companies shall be considered the articles of incorporation of the new company.
(g) The aggregate amount of the net assets of the merging or the consolidating companies available for the payment of dividends immediately before the merger or the consolidation, to the extent that the amount cannot be transferred to stated capital, shall continue to be available for the payment of dividends by the surviving or the new company.
(June 19, 1934, ch. 672, ch. III, § 42; as added Mar. 14, 1985, D.C. Law 5-160, § 3(c), 32 DCR 39.)
1981 Ed., § 35-640.
This section is referenced in § 31-3503 and § 31-5311.
Fraternal benefit societies, consolidations and mergers, see § 31-5311.
Hospital and medical services corporations, applicability of this section, see § 31-3503.
Structure District of Columbia Code
Title 31 - Insurance and Securities
Chapter 44 - Domestic Life Companies
§ 31–4401. Formation — Required contents of articles of incorporation
§ 31–4402. Formation — Filing, notice and bond requirements
§ 31–4404. Formation — Authority to solicit stock subscriptions or insurance applications
§ 31–4405. Formation — Disposition of sums paid upon stock subscriptions
§ 31–4407. Formation — Time limitation for issuance of policies
§ 31–4408. Minimum capital and surplus requirements
§ 31–4409. Amendment of articles of incorporation
§ 31–4410. Increase of capital stock
§ 31–4411. Decrease of capital stock
§ 31–4412. Liability of stockholders; rights of fiduciary stockholders and persons pledging stock
§ 31–4413. Payments for capital stock
§ 31–4414. Capital stock transfers
§ 31–4415. Capital stock records
§ 31–4416. Mutual companies — Corporations, boards, or associations as agents or members thereof
§ 31–4417. Mutual companies — Requirements before doing business
§ 31–4418. Reincorporation of existing corporations
§ 31–4419. Conversion of stock companies into mutual life companies
§ 31–4420. Applicability of provisions to existing corporations
§ 31–4421. Directors — Annual election; qualifications; limitation on proxies
§ 31–4422. Directors — Power to make bylaws
§ 31–4423. Directors — General election procedure
§ 31–4424. Directors — Cumulative voting in stock company election
§ 31–4425. Voting powers under group policies
§ 31–4426. Liability of directors
§ 31–4427. Salaries to be authorized by directors
§ 31–4428. Limitation of payments to stockholders and policyholders
§ 31–4429. Election or appointment of officers; required security
§ 31–4430. Officers and directors not to be pecuniarily interested in transactions
§ 31–4431. Voting-trust agreements
§ 31–4432. Maximum and contingent premiums of mutual companies. [Repealed]
§ 31–4434. Power of mutual company to borrow or assume liability
§ 31–4435. Investments and loans. [Repealed]
§ 31–4436. Domestic company real-estate holdings. [Repealed]
§ 31–4437. Reinsurance by domestic companies in authorized companies. [Repealed]
§ 31–4438. Reinsurance of risks. [Repealed]
§ 31–4439. Vouchers or affidavits as evidence of disbursements
§ 31–4440. Manner of keeping books, records, accounts, and vouchers
§ 31–4441. Acquisition of own capital stock. [Repealed]
§ 31–4442. Variable or modified guaranteed contracts
§ 31–4443. Effect of merger or consolidation
§ 31–4444. Procedure for merger of domestic companies
§ 31–4445. Procedure for consolidating domestic companies
§ 31–4446. Merger or consolidation of domestic and foreign companies
§ 31–4447. Merger or consolidation — Approval by Mayor
§ 31–4448. Merger or consolidation — Procedures before voting
§ 31–4449. Merger or consolidation — Approval by shareholders
§ 31–4450. Merger or consolidation — Rights of dissenting shareholders