(a) Any domestic insurance company may, with the prior approval of the commissioner, merge or consolidate with one or more other domestic insurance companies or with one or more foreign or alien insurance companies that are either authorized to do an insurance business in this state, or are not authorized to do an insurance business in this state provided the resulting corporation is a corporation of this state and the laws of the other jurisdictions so permit. Prior to approving any such merger or consolidation, the commissioner may hold a hearing upon the fairness of the terms and conditions of the proposed merger or consolidation after such notice as, under the circumstances, the commissioner deems appropriate and shall find that the interests of the policyholders and the interests of the stockholders, if any, are protected. Such merger or consolidation may be effected either in accordance with the provisions of the general statutes relating to merger or consolidation of corporations organized under the general statutes or in accordance with any provisions in the charters of the companies merging or consolidating relating to merger or consolidation. All expenses in connection with the proceedings shall be borne by the resulting corporation.
(b) The domestic or foreign subsidiary of an existing domestic mutual holding company, as defined in section 38a-156, may, with the prior approval of the commissioner, merge with a foreign mutual insurer in accordance with the provisions of this section.
(c) In the event of any merger or consolidation that is for the purpose or has the effect of acquiring control of a domestic insurance company, the provisions of sections 38a-129 to 38a-140, inclusive, shall apply.
(d) The commissioner may permit the formation of a domestic insurance company that is established for the sole purpose of merging or consolidating with an existing domestic insurer simultaneously with a division authorized by section 38a-156s. Upon request of the dividing insurer, as defined in section 38a-156r, the commissioner may waive the requirements of subsections (a) to (c), inclusive, of this section and section 38a-41. Each insurer formed under this subsection shall be deemed to exist before a merger and division under this section becomes effective, but solely for the purpose of being a party to such merger and division. The commissioner shall not require that such insurer be licensed to transact insurance business in this state before such merger and division. All insurance policies, annuities or reinsurance agreements allocated to such insurer shall become the obligation of the insurer that survives the merger simultaneously with the effectiveness of the merger and division. The plan of merger shall be deemed to have been approved by such insurer if the dividing insurer approved such plan. The certificate of merger shall state that it was approved by the insurer formed under this subsection.
(1949 Rev., S. 6118-6121, 6162-6165; 1955, S. 2813d; 1957, P.A. 124, S. 1; 1963, P.A. 103, S. 2; P.A. 90-243, S. 15; Nov. Sp. Sess. P.A. 91-4, S. 1, 2; P.A. 92-112, S. 33, 35; P.A. 01-139, S. 4; P.A. 14-123, S. 15; P.A. 17-2, S. 10.)
History: 1963 act made provisions applicable to domestic insurance companies generally where previously applicable to domestic insurance companies with capital stock; P.A. 90-243 inserted references to “foreign” and “alien” insurance companies; Sec. 38-42 transferred to Sec. 38a-153 in 1991; Nov. Sp. Sess. P.A. 91-4 deleted the requirement that a merged or incorporated insurance company result in a domestic corporation; P.A. 92-112 divided the section into Subsecs., adding new Subsec. (b) re proposed merger or consolidation of stock to acquire control of a domestic insurance company; P.A. 01-139 amended Subsec. (a) to permit mergers or consolidations with foreign or alien insurance companies that are not authorized to do insurance business in this state if the resulting corporation is a corporation of this state and made technical changes, including changes for the purpose of gender neutrality; P.A. 14-123 added new Subsec. (b) re merger of domestic or foreign subsidiary of existing domestic mutual holding company with a foreign mutual insurer, and redesignated existing Subsec. (b) as Subsec. (c) and made a technical change therein, effective June 6, 2014; P.A. 17-2 added Subsec. (d) re domestic insurance company established to merge or consolidate with domestic insurer.
See chapter 601, parts X, XI and XII re merger, share exchange, sale of assets and business combinations of business corporations.
See Sec. 38a-73 re limitation of risks.