2021 New York Laws
ISC - Insurance
Article 64 - 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.