2019 District of Columbia Code
Title 31 - Insurance and Securities.
Chapter 44 - Domestic Life Companies.
§ 31–4451. Articles of merger or consolidation.
(a) Upon shareholder approval of the merger or consolidation, articles of merger or consolidation shall be executed in duplicate by the president of each company, attested by the secretary of each company, and the corporate seal of each company shall be stamped on the articles.
(b) The articles shall list the following:
(1) The plan of merger or consolidation.
(2) For each company, the number of members, policyholders, or shares outstanding and, if 2 or more classes of shares have been issued, the designation of each class and the number of shares outstanding in each class.
(3) For each company, the number of members, policyholders, or shares voting for the plan and the number voting against the plan and, if 2 or more classes of shares have been issued, the number of shares of each class voting for the plan and the number voting against the plan.
(c)(1) The articles shall be filed with the Mayor.
(2) The Mayor shall charge a fee for filing the articles.
(3) If both the form of the articles and the fee payment comply with this section, then the Mayor shall perform the following:
(A) State the date of the filing and the word “filed” on the duplicates.
(B) Keep 1 of the duplicates.
(C) Send to the new or surviving company both the other duplicate and a certificate of merger or consolidation.
(June 19, 1934, ch. 672, ch. III, § 50; as added Mar. 14, 1985, D.C. Law 5-160, § 3(c), 32 DCR 39.)
Prior Codifications1981 Ed., § 35-648.
Section ReferencesThis section is referenced in § 31-4452.
