§ 3431. Merger or consolidation between domestic and foreign insurers-Requirements

(a) In case of a merger or consolidation between a domestic and a foreign insurer, the articles of merger or consolidation shall be regarded as executed by the proper officers of said foreign insurer when such officers are duly authorized to execute same through such action on the part of the directors, shareholders, members, or policyholders, as the case may be, of said foreign insurer as may be required by the laws of the state where the same is incorporated; and upon execution, the articles of merger or consolidation shall be submitted to the Commissioner of Financial Regulation or other officer at the head of the insurance department of the state where such foreign insurer is incorporated. No such merger or consolidation shall take effect until it shall have been approved by the insurance official of the state where said foreign insurer is incorporated nor until a certificate of his or her approval has been filed with the Commissioner of Financial Regulation for the State of Vermont; provided, that such submission to and approval by the proper official of such other state shall not be required unless the same are required by the laws of such foreign state. Provided, further, that the domestic insurer involved in such merger or consolidation shall not through anything contained in this section be relieved of any of the procedural requirements enumerated in the preceding sections of this subchapter.

(b) No merger, consolidation, or reinsurance between a domestic and a foreign insurer shall take effect, unless and until the surviving, new, or accepting insurer, if such is a foreign insurer, shall file with the Department a power of attorney appointing the Secretary of State and his or her successors in office, the attorney for service of said foreign insurer, upon whom all lawful process against said insurers may be served. Said power of attorney shall be irrevocable so long as said foreign insurer has outstanding in this State any contract of insurance, or other obligation whatsoever, and shall by its terms so provide. Service upon the Secretary of State shall be deemed sufficient service upon the insurer. (Added 1967, No. 344 (Adj. Sess.), § 1 (ch. 1, subch. 4, § 10); amended 1989, No. 225 (Adj. Sess.), § 25(b); 1995, No. 180 (Adj. Sess.), § 38(a); 2011, No. 78 (Adj. Sess.), § 2, eff. April 2, 2012.)