17:27-3. Merger of domestic and foreign corporations
433 words·~2 min read·
/nj/title-17/chapter-27/17-27-3·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
Any one or more insurance corporation or corporations organized under the laws of this State is or are hereby authorized to merge or consolidate in the manner hereinabove provided with a corporation or corporations organized under the laws of another State, or States, or territory or territories, of the United States, duly admitted to this State and authorized to transact therein the same kinds of insurance as transacted by such corporation, or corporations, organized under the laws of this State, if such merger or consolidation is authorized by the laws, or approved by the insurance supervising officials, of the State, or States, or territory, or territories, in which such foreign corporation, or corporations, is, or are, incorporated.
Such domestic corporation or corporations shall comply with all of the requirements specified in the two preceding sections as to the terms and conditions of the merger or consolidation agreement and the steps to be taken and acts to be performed for the adoption, execution and approval thereof. Such foreign corporation or corporations shall comply with all of the requirements of the laws or the requirements of the supervising insurance official of the State or States, or territory or territories, under which it is, or they are, incorporated regulating the terms and conditions of such merger or consolidation agreement and the steps to be taken and acts to be performed for the execution, adoption, and approval thereof.
If the domicile of the corporation formed by or resulting from such merger or consolidation between a domestic corporation or corporations, and a foreign corporation or corporations, shall by the agreement be fixed or located in a State other than this State, such merger or consolidation shall not take effect unless said agreement, shall contain a provision appointing the Commissioner of Banking and Insurance of this State to be the true and lawful attorney of such corporation in and for this State, upon whom all lawful process in any action or proceeding against the corporations involved in such merger or consolidation may be served with the same force and effect as if the corporation formed by such merger or consolidation was a domestic corporation, but such appointment of the Commissioner of Banking and Insurance of this State as such attorney to receive process shall not be deemed, in anywise, to authorize the corporation formed by or resulting from such merger or consolidation to transact business within this State unless such corporation shall otherwise comply with the law of this State as respects its admission to transact business in this State.
Amended by L.1938, c. 259, p. 575, s. 3.