§ 3431. Merger or consolidation between domestic and foreign insurers—Requirements
(a) In case of a merger or consolidation between a domestic and a foreign insurer, the articles of merger or consolidation shall be regarded as executed by the proper officers of said foreign insurer when such officers are duly authorized to execute same through such action on the part of the directors, shareholders, members, or policyholders, as the case may be, of said foreign insurer as may be required by the laws of the state where the same is incorporated; and upon execution, the articles of merger or consolidation shall be submitted to the Commissioner of Financial Regulation or other officer at the head of the insurance department of the state where such foreign insurer is incorporated. No such merger or consolidation shall take effect until it shall have been approved by the insurance official of the state where said foreign insurer is incorporated nor until a certificate of his or her approval has been filed with the Commissioner of Financial Regulation for the State of Vermont; provided, that such submission to and approval by the proper official of such other state shall not be required unless the same are required by the laws of such foreign state. Provided, further, that the domestic insurer involved in such merger or consolidation shall not through anything contained in this section be relieved of any of the procedural requirements enumerated in the preceding sections of this subchapter.
(b) No merger, consolidation, or reinsurance between a domestic and a foreign insurer shall take effect, unless and until the surviving, new, or accepting insurer, if such is a foreign insurer, shall file with the Department a power of attorney appointing the Secretary of State and his or her successors in office, the attorney for service of said foreign insurer, upon whom all lawful process against said insurers may be served. Said power of attorney shall be irrevocable so long as said foreign insurer has outstanding in this State any contract of insurance, or other obligation whatsoever, and shall by its terms so provide. Service upon the Secretary of State shall be deemed sufficient service upon the insurer. (Added 1967, No. 344 (Adj. Sess.), § 1 (ch. 1, subch. 4, § 10); amended 1989, No. 225 (Adj. Sess.), § 25(b); 1995, No. 180 (Adj. Sess.), § 38(a); 2011, No. 78 (Adj. Sess.), § 2, eff. April 2, 2012.)
Structure Vermont Statutes
Title 8 - Banking and Insurance
Chapter 101 - Insurance Companies Generally
§ 3302. Plan of organization; incorporators
§ 3303. Mutual companies; directors, charter provisions as to
§ 3304. Capital and surplus requirements
§ 3306. Duties of Secretary of State, records
§ 3307. Consideration for stock
§ 3308. List of stockholders; certificate to transact business; liability of president and directors
§ 3308a. Reorganization formations
§ 3309. Mutual insurers to commence business; when
§ 3312. Construction with other laws
§ 3314. Annual financial statements; reports; filing fee
§ 3315. Coordinated regulation
§ 3316. Corporate governance; disclosure
§ 3361. Requirements for license
§ 3362. Authority to transact various kinds of insurance business
§ 3364. Authorization for investment purposes only
§ 3367. Retaliatory provisions
§ 3368. Transacting business without certificate of authority prohibited
§ 3368a. Unauthorized and misleading transactions
§ 3369. Commissioner may enjoin unauthorized insurer
§ 3370. Service of process upon unauthorized insurer by director
§ 3381. Legislative purpose and policy
§ 3382. Acts which constitute Secretary of State agent for service of process
§ 3383. Service upon the Secretary of State notice to defendant
§ 3384. Service upon other agents; notice to defendant
§ 3386. Effect on other modes of service
§ 3387. Prerequisites to defense of action
§ 3389. Motion to quash for improper service
§ 3421. Mutualization of stock insurer
§ 3422. Mutual insurers—Prohibitions
§ 3423. Converting mutual insurer or mutual insurance holding company
§ 3425. Procedure for consolidation
§ 3426. Effective date of merger or consolidation
§ 3428. Rights of dissenting shareholders
§ 3429. Rights of dissenting members or policyholders
§ 3430. Effect of merger or consolidation
§ 3431. Merger or consolidation between domestic and foreign insurers—Requirements
§ 3433. Certificates of fees and commissions paid
§ 3434. Fees—Penalty for receiving
§ 3437. Redomestication; approval as a domestic insurer
§ 3438. Redomestication; conversion to foreign insurer
§ 3439. Effects of redomestication
§ 3441. Formation of a mutual insurance holding company
§ 3443. Regulated as an insurance company
§ 3444. Demutualization of a mutual insurance holding company
§ 3445. Membership interest not a security
§ 3446. Filing of amended charters
§ 3461b. General limitations and diversification requirements for life and health insurers
§ 3461c. Rated credit investments
§ 3461d. Registration or filing exemption
§ 3462. Investments—Foreign insurers
§ 3463a. Valuation of investments
§ 3465. Exemption from investment limitations
§ 3467. Qualification of investments
§ 3468. Investments qualified under prior law
§ 3469. Loans to directors and officers—Restrictions
§ 3470. Mortgage loans to minors
§ 3471. Mortgages on real and personal property as liens; priorities
§ 3472. Earnings statements and income ratios—Special situations
§ 3501. Life insurance and annuities
§ 3502. Insurance—Other life insurance and annuities
§ 3503. Deposits of domestic insurer doing foreign business
§ 3541. Filing and approval of forms
§ 3542. Grounds for disapproval
§ 3543. Existing forms and filings
§ 3552. Fees assessed by the National Association of Insurance Commissioners
§ 3563. Examination of companies; fees
§ 3564. Examination of foreign insurers; expenses
§ 3565. Examination of officers and books
§ 3567. Liquor liability insurance records
§ 3568. Preservation of records
§ 3569. National Association of Insurance Commissioners filing requirements
§ 3572. Revocation of certificate of authority
§ 3573. Conduct of examinations
§ 3576. Immunity from liability
§ 3577. Requirements for actuarial opinions
§ 3578a. Annual financial reporting
§ 3581. Purpose; scope; intent
§ 3583. Risk management framework
§ 3587. Contents of ORSA summary report
§ 3611. Scope of subchapter; short title
§ 3613. Creation of Association
§ 3615. Powers and duties of Association
§ 3617. Powers and duties of Commissioner
§ 3619. Nonduplication of recovery
§ 3620. Prevention of insolvencies
§ 3621. Examination of Association
§ 3623. Recognition of assessments in rates
§ 3625. Stay of proceedings; reopening of default judgment
§ 3626. Prohibition against advertising of membership in Association
§ 3634a. Credit for reinsurance
§ 3635. Insolvency of ceding company
§ 3641. Claims, rights, title, and interests of nonresidents
§ 3642. Liability for payments to nonresidents
§ 3661. Cease and desist powers; prosecutions and penalties
§ 3662. Nonpayment of judgment; penalty
§ 3663. Minimum limitation on actions; void policy provisions
§ 3664. Forms; filing proof of loss and other documents, waiver of filing
§ 3665a. Timely payment of property and casualty insurance claims; interest
§ 3665b. Timely payment of life insurance claims and annuity death benefits; interest
§ 3666. Rules; methods of notice
§ 3671. Disclosure of information
§ 3673. Penalty for noncompliance
§ 3682. Subsidiaries of insurers
§ 3683. Acquisition of control of or merger with domestic insurer
§ 3683a. Acquisitions involving insurers not otherwise covered
§ 3684. Registration of insurers
§ 3685. Standards and management of an insurer within an insurance holding company system
§ 3687. Confidential treatment
§ 3689. Injunctions; prohibitions against voting securities; sequestration of voting securities
§ 3692. Revocation, suspension, or nonrenewal of insurer’s license
§ 3696. Groupwide supervisor; internationally active insurance group