§ 23-69-144. Agreement or adoption of plan for merger, consolidation, or plan of exchange of shares
(a) The directors, or a majority of them, of the corporations as desire to merge or consolidate or adopt a plan of exchange of shares pursuant to § 23-69-142 or § 23-69-143 shall enter into an agreement or adopt a plan signed by them and under the corporate seals of the respective corporations prescribing the […]
§ 23-69-129. Dividends to stockholders
(a) A domestic stock insurer shall not pay any dividend to stockholders except out of that part of its available surplus funds which is derived from net profits on its business. (b) A stock dividend may be paid out of any available surplus funds in excess of the aggregate amount of surplus loaned to the […]
§ 23-69-145. Effect of merger or consolidation
(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 […]
§ 23-69-130. Dividends to mutual policyholders
(a) The directors of a domestic mutual insurer may from time to time apportion and pay or credit to its members dividends only out of that part of its surplus funds which represents net realized savings and net realized earnings in excess of the surplus required by law to be maintained. (b) A dividend otherwise […]
§ 23-69-146. Effect of exchange under plan of exchange
(a) (1) When the plan of exchange of shares, as filed with the Insurance Commissioner as required under § 23-69-144, becomes effective, the exchange provided for therein is considered to have been consummated, and each shareholder of the domestic stock insurance company acquired ceases to be a shareholder of the company. (2) The ownership of […]
§ 23-69-131. Unauthorized dividends prohibited
(a) Any director of a domestic stock or mutual insurer who votes for or concurs in the declaration or payment of a dividend, other than as authorized under § 23-69-129 or § 23-69-130, to stockholders or members shall upon conviction be guilty of a Class A misdemeanor and shall be jointly and severally liable, together […]
§ 23-69-147. Acquiring and acquired corporations under a plan of exchange to be separate
The domestic stock insurance company acquired under a plan of exchange and the acquiring person are, in all respects, separate and distinct entities with neither entity having any liability to the creditors or policyholders, if any, or shareholders of the other, for any acts or omissions of the officers, directors, shareholders, or representatives of either […]
§ 23-69-132. Borrowed surplus
(a) (1) (A) A domestic stock or mutual insurer may borrow cash or other admitted assets satisfactory to the Insurance Commissioner to defray the expenses of its organization, provide it with surplus funds, or for any purpose of its business, upon entering a written agreement that the cash or other admitted assets are required to […]
§ 23-69-148. Nonconsenting stockholders
(a) If any stockholder entitled to vote in any domestic insurer on a proposal to merge or consolidate, or on a proposal to adopt a plan of exchange as provided in §§ 23-69-101 — 23-69-103, 23-69-105 — 23-69-141, 23-69-143, and 23-69-149 — 23-69-156, votes against the same and, at or prior to the taking of […]
§ 23-69-133. Stockholders’ liability
(a) Every holder of shares of stock of a domestic stock insurer not fully paid shall be personally liable to the insurer’s creditors for the insurer’s debts to an amount equal to the amount unpaid on the shares held by him or her. (b) Anything in §§ 23-69-101 — 23-69-103, 23-69-105 — 23-69-141, 23-69-143, and […]