(a) Upon shareholder approval of the merger or consolidation, articles of merger or consolidation shall be executed in duplicate by the president of each company, attested by the secretary of each company, and the corporate seal of each company shall be stamped on the articles.
(b) The articles shall list the following:
(1) The plan of merger or consolidation.
(2) For each company, the number of members, policyholders, or shares outstanding and, if 2 or more classes of shares have been issued, the designation of each class and the number of shares outstanding in each class.
(3) For each company, the number of members, policyholders, or shares voting for the plan and the number voting against the plan and, if 2 or more classes of shares have been issued, the number of shares of each class voting for the plan and the number voting against the plan.
(c)(1) The articles shall be filed with the Mayor.
(2) The Mayor shall charge a fee for filing the articles.
(3) If both the form of the articles and the fee payment comply with this section, then the Mayor shall perform the following:
(A) State the date of the filing and the word “filed” on the duplicates.
(B) Keep 1 of the duplicates.
(C) Send to the new or surviving company both the other duplicate and a certificate of merger or consolidation.
(June 19, 1934, ch. 672, ch. III, § 50; as added Mar. 14, 1985, D.C. Law 5-160, § 3(c), 32 DCR 39.)
1981 Ed., § 35-648.
This section is referenced in § 31-4452.
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