Approval of Plan of Division

  1. Law
  2. Georgia Code
  3. Insurance
  4. Domestic Stock and Mutual Insurers
  5. Division of Domestic Insurers
  6. Approval of Plan of Division

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  1. Except as provided in subsections (b) and (c) of this Code section, a dividing insurer shall not file a plan of division with the Commissioner unless such plan has been approved in accordance with:
    1. All provisions of its articles of incorporation and bylaws; or
    2. If its articles of incorporation and bylaws do not provide for approval of a division, all provisions of its articles of incorporation and bylaws that provide for approval of a merger.
  2. Shareholder approval of a plan of division shall not be required unless:
    1. The articles of incorporation and bylaws of the dividing insurer require such approval;
    2. The plan makes an amendment to the articles of incorporation and bylaws requiring such approval; or
    3. The dividing insurer will not survive the proposed division and has only one class of shares outstanding and the shares of each new insurer will not be distributed pro rata to the shareholders.
    1. If any provision of the articles of incorporation and bylaws of a dividing insurer adopted before July 1, 2019, requires that a specific number or percentage of directors or shareholders approve the proposal or adoption of a plan of merger, or imposes other special procedures for the proposal or adoption of a plan of merger, such dividing insurer shall adhere to such provision in proposing or adopting a plan of division.
    2. If a provision of any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, indenture or other contract relating to indebtedness, or a provision of any other type of contract other than an insurance policy, annuity, or reinsurance agreement, that was issued, incurred, or executed by the domestic insurer before July 1, 2019, requires the consent of the obligee to a merger of the insurer or treats such a merger as a default and does not provide that a division of the insurer does not require the consent of the obligee or treat a division as a default, as applicable, then such provision applies to a division of the insurer as if such division were a merger.
    3. If any provision described in paragraph (1) or (2) of this subsection is amended on or after July 1, 2019, such provision shall thereafter apply to a division only in accordance with its express terms.

(Code 1981, §33-14-122, enacted by Ga. L. 2019, p. 474, § 1/SB 156.)

Code Commission notes.

- Pursuant to Code Section 28-9-5, in 2019, "July 1, 2019," was substituted for "the effective date of this article" near the beginning of paragraph (c)(1) and near the middle of paragraph (c)(2) and "July 1, 2019" was substituted for "the effective date of this article" in paragraph (c)(3).


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