Authorization and Procedure for Merger or Consolidation; Receipt of Consideration by Directors, Officers, Agents, or Employees; Formation of Domestic Insurance Company for Sole Purpose of Merging or Consolidating With Existing Domestic Insurer

  1. Law
  2. Georgia Code
  3. Insurance
  4. Domestic Stock and Mutual Insurers
  5. Domestic Stock Insurers
  6. Authorization and Procedure for Merger or Consolidation; Receipt of Consideration by Directors, Officers, Agents, or Employees; Formation of Domestic Insurance Company for Sole Purpose of Merging or Consolidating With Existing Domestic Insurer

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  1. A domestic stock insurer may merge or consolidate with one or more domestic, alien, or foreign stock corporations by complying with the applicable laws of this state governing the merger or consolidation of stock corporations formed for profit and Code Sections 33-14-5 and 33-14-6.
  2. No director, officer, agent, or employee of any insurer party to such merger or consolidation shall receive any fee, commission, compensation, or other valuable consideration whatsoever for or in any manner aiding, promoting, or assisting therein except as set forth in the plan or agreement.
  3. 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 Article 6 of this chapter. Upon request of the dividing insurer, as defined in Code Section 33-14-120, the Commissioner may waive the requirements of subsection (a) of this Code section, Code Section 33-3-15, and Chapter 13 of this title. Each insurer formed under this subsection shall be deemed to exist before a merger and division under this Code 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.

(Code 1933, § 56-1534, enacted by Ga. L. 1960, p. 289, § 1; Ga. L. 1982, p. 3, § 33; Ga. L. 2019, p. 474, § 3/SB 156.)

The 2019 amendment, effective July 1, 2019, added subsection (c).

OPINIONS OF THE ATTORNEY GENERAL

Compliance required only if at least one of companies is domestic.

- This section insofar as it requires compliance with former Code 1933, §§ 56-1505 and 56-1506 (see O.C.G.A. §§ 33-14-5 and33-14-6), can apply only where there is a merger of two domestic insurance companies or a merger of a domestic insurance company and a foreign insurance company, with the survivor being a Georgia company. 1963-65 Op. Att'y Gen. p. 19.

RESEARCH REFERENCES

Am. Jur. 2d.

- 43 Am. Jur. 2d, Insurance, § 62.

C.J.S.

- 44 C.J.S., Insurance, § 202 et seq.


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