A. In any merger or consolidation of a foreign stock or mutual insurer into or with a domestic insurer under Chapter 59A, Article 34 NMSA 1978, the continuing New Mexico corporation shall for all purposes be deemed to be continuation of the corporate existence of the foreign corporation, with New Mexico as the adoptive state of domicile and with date of corporate origin the same as the original date of incorporation of the foreign insurer in its original domiciliary state or country, subject to the following conditions:
(1) the plan and agreement of merger or consolidation shall provide for such continuation of corporate existence, with designation of New Mexico as the state of domicile of the foreign corporation by adoption, and shall specify the original date of incorporation of the foreign corporation in its original domiciliary state or country as being the date of incorporation of the New Mexico corporation pursuant to this section;
(2) the articles of corporation of the New Mexico corporation shall provide, or be amended to provide, that the corporation is a continuance of the corporate existence, through adoption of New Mexico as the corporate domicile, of the foreign corporation, and shall specify the original date of incorporation of the foreign corporation in its original domiciliary state or country as being the date of incorporation of the New Mexico corporation pursuant to this section; and
(3) the continuing New Mexico corporation shall as of merger or consolidation effective date have paid-in capital stock and additional surplus in amount not less than as required of a newly-authorized foreign stock insurer under Section 59A-5-16 NMSA 1978 to transact the same kinds of insurance, and shall have all the rights and obligations of, and be given recognition in all respects as, a corporation formed under the laws of this state as of the date of incorporation of the foreign corporation in its original domiciliary state or country. This provision shall not be deemed to impose upon the continuing New Mexico corporation any liability or obligation as to filings, fees, taxes or otherwise that might have accrued prior to effective date of the merger or consolidation.
B. This section shall not be deemed in any manner to preserve, after effective date of merger or consolidation, the corporate existence of the foreign corporation as a corporation of its original domiciliary state or country.
History: Laws 1984, ch. 127, § 583; 2007, ch. 282, § 11.
The 2007 amendment, effective June 15, 2007, required the continuing corporation to have additional surplus not less than required of a foreign stock insurer under 59A-5-16 NMSA 1978.
Structure New Mexico Statutes
Article 34 - Domestic Stock and Mutual Insurers
Section 59A-34-1 - Scope of article.
Section 59A-34-2 - Application of general corporation statutes.
Section 59A-34-3 - Insurance business exclusive; exceptions.
Section 59A-34-4 - Incorporation.
Section 59A-34-6 - Amendment of articles of incorporation.
Section 59A-34-7 - Nonuser of corporate charter.
Section 59A-34-8 - Prohibited interest of officers, directors and employees in certain transactions.
Section 59A-34-9 - Salaries of officers, directors.
Section 59A-34-10 - Records and accounts.
Section 59A-34-11 - Vouchers for expenditures.
Section 59A-34-12 - Assets to be kept in state; exceptions.
Section 59A-34-13 - Removal, concealment of records, assets.
Section 59A-34-14 - Information to stockholders and proxy regulations.
Section 59A-34-15 - Information in advance of stockholder meetings.
Section 59A-34-16 - Solicitation of proxies.
Section 59A-34-17 - Management, compensation and agency contracts.
Section 59A-34-18 - Dividends to stockholders.
Section 59A-34-19 - Participating policies.
Section 59A-34-20 - Dividends to policyholders.
Section 59A-34-21 - Illegal dividends; penalty.
Section 59A-34-22 - Purchase of own shares by stock insurer.
Section 59A-34-23 - Borrowed capital funds.
Section 59A-34-24 - Mutual membership.
Section 59A-34-25 - Mutual members, corporate rights.
Section 59A-34-26 - Mutual insurer bylaws.
Section 59A-34-27 - Mutual members, quorum.
Section 59A-34-28 - Mutual members, contingent liability.
Section 59A-34-29 - Mutual members, levy of contingent liability.
Section 59A-34-30 - Mutual members, enforcement of contingent liability.
Section 59A-34-31 - Mutual insurers; nonassessable policies.
Section 59A-34-32 - Prohibited transactions.
Section 59A-34-33 - Unauthorized business in other states.
Section 59A-34-34 - Mutualization of stock insurer.
Section 59A-34-35 - Conversion to ordinary business corporation.
Section 59A-34-36 - Merger, consolidation of stock insurers.
Section 59A-34-37 - Preservation of old charter in merger, consolidation.
Section 59A-34-38 - Merger, consolidation of mutual insurers.
Section 59A-34-39 - Conversion of mutual to stock insurer.
Section 59A-34-40 - Bulk reinsurance.
Section 59A-34-41 - Bulk reinsurance; fees and commissions.
Section 59A-34-42 - Expense to be borne by parties.
Section 59A-34-43 - Mutual member's share of assets on liquidation.