17:12B-316. Merger or purchase or retention of assets and assumption of liabilities

a. A subsidiary capital stock state association may, pursuant to a plan of merger approved by the commissioner, merge with the organizing mutual state association or, pursuant to a plan of consolidation approved by the commissioner, purchase or retain the assets and assume the liabilities of the organizing mutual state association, whereupon the organizing mutual state association shall dissolve pursuant to the provisions of Article XVIII of P.L.1963, c.144 (C.17:12B-228 et seq.).

b. Upon the merger of the organizing mutual state association with the subsidiary capital stock state association or the purchase and assumption of the liabilities of the organizing mutual state association:

(1) The corporate existence of the organizing mutual state association shall be merged with that of the subsidiary capital stock state association, and the property and rights of the organizing mutual state association shall vest in the subsidiary capital stock state association without further word or deed;

(2) The subsidiary capital stock state association may, upon complying with the minimum surplus requirements established by law or regulation, establish and maintain its principal office and branch offices at the locations specified in the plan of merger or consolidation;

(3) The rights and obligations of the organizing mutual state association shall become the rights and obligations of the subsidiary capital stock state association; and

(4) Any pending action by or against an organizing mutual state association or a subsidiary capital stock state association shall survive the merger or consolidation and the subsidiary capital stock state association shall be substituted as a party for the organizing mutual state association.

c. The plan of merger or consolidation shall provide that each depositor in the organizing mutual state association shall receive an equivalent account in the subsidiary capital stock state association.

L.1989,c.165,s.25.