2014 New York Laws
ISC - Insurance
Article 64 - (6401 - 6411) TITLE INSURANCE CORPORATIONS
6411 - Merger of parent corporation and wholly-owned subsidiary.

  6411. Merger of parent corporation and wholly-owned subsidiary. (a)
  Notwithstanding the provisions of section six thousand four hundred  ten
  of  this  article  and  article  fifteen of this chapter, and any rights
  conferred  therein  or  obligations  imposed  thereby,  any  corporation
  organized  under  section six thousand four hundred two of this article,
  or organized under the laws of this state for the purposes set forth  in
  section  six thousand four hundred three of this article, owning all the
  shares of any title insurance corporation may file in the office of  the
  superintendent a certificate of such ownership in its name and under its
  corporate  seal,  signed  by  its  president or a vice president and its
  secretary or treasurer and setting forth a duly certified  copy  of  the
  resolution  of  its  board of directors to merge such other corporation,
  and to assume all of its obligations,  and  the  date  of  the  adoption
  thereof.  A  duplicate  or  certified  copy of such certificate with the
  approval required by subsection (b) hereof endorsed thereon  or  annexed
  thereto  shall be filed in the office of the clerk of the county wherein
  the principal office of the parent  corporation  is  located.  Upon  the
  filing  of  such  certificate,  all  of  the  estate,  property, rights,
  privileges and franchises of such other corporation shall vest in and be
  held and enjoyed by the parent corporation as  fully  and  entirely  and
  without change or diminution as the same were before held and enjoyed by
  such  other  corporation,  and  be  managed and controlled by the parent
  corporation, and, in its  name,  but  subject  to  all  liabilities  and
  obligations  of  such  other corporation and the rights of all creditors
  thereof which the parent corporation shall be deemed to have assumed and
  become liable for in the same manner as if it had itself  incurred  such
  liabilities  and obligations.   The parent corporation shall not thereby
  acquire power to engage in  any  business  or  to  exercise  any  right,
  privilege  or  franchise of a kind which it could not lawfully engage in
  or exercise under the provisions of the law by or pursuant to which such
  parent corporation is organized.
(b) Such merger shall  not  become  effective  unless  and  until  the
  superintendent  shall  give his approval thereto. Such approval shall be
  endorsed upon or annexed to the certificate of merger before filing  and
  the certificate filed as required by subsection (a) hereof.