2013 Mississippi Code
Title 83 - INSURANCE
Chapter 19 - DOMESTIC COMPANIES
MERGER OR CONSOLIDATION, OR EXCHANGE OF OUTSTANDING STOCK, OF DOMESTIC STOCK COMPANIES
§ 83-19-115 - Execution and filing of articles or agreement of exchange
(1) After the plan of merger or consolidation shall have been approved by the shareholders of each constituent corporation, appropriate articles of merger or consolidation shall be executed by the president or any vice president and the secretary or any assistant secretary of each such corporation and filed in triplicate with the commissioner of insurance. If such articles of merger or consolidation show that the plan of merger or consolidation has been duly approved by the shareholders of each constituent corporation as required in Section 83-19-111 and otherwise conforms to the law, the commissioner shall endorse his approval on each copy of said articles, shall record one (1) copy in his office, and shall return the other two (2) copies to the domestic company for delivery to the secretary of state who will approve said merger or consolidation as provided by the general laws of this state governing corporations. Following that the certificate of merger or certificate of consolidation will be recorded in the office of the chancery clerk and published as required by the general laws of this state governing corporation.
(2) After the plan of exchange of stock shall have been approved by the shareholders of the domestic company and the acquiring corporation, an appropriate agreement of exchange shall be executed by the president or any vice president and the secretary or any assistant secretary of each such corporation and filed in triplicate with the commissioner of insurance. If such agreement shows that the plan of exchange has been duly approved by the shareholders of the domestic company and the acquiring corporation as required by Section 83-19-111 and otherwise conforms to the law, the commissioner shall endorse his approval on each copy thereof, shall record one (1) copy in his office, and shall return one (1) copy each to the domestic company and to the acquiring corporation.
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