Section 19A: Merger or consolidation; domestic corporations
Section 19A. Two or more domestic companies may merge or consolidate into one corporation, or a domestic company may merge or consolidate with any company or companies organized under the laws of any state of the United States into one corporation, which shall be a domestic corporation. The resulting corporation may be a continuing corporation under the name of one or more of the merged or consolidated corporations or a new corporation whose title shall be subject to the provisions of section forty-nine. Companies merging or consolidating under this section shall enter into a written agreement for such merger or consolidation prescribing its terms and conditions, the classes of business it proposes to transact subject to sections forty-eight, forty-eight A, fifty-one and fifty-four, the amount of the capital stock, if any, of the continuing corporation or of the new corporation, which shall not be a larger amount than the aggregate amount of the capital stock of the merged or consolidated companies nor less than the minimum amount specified in said sections forty-eight and fifty-one, and the number of shares into which said capital stock is to be divided. The merger of stock companies shall be subject to the requirements relative to the formation of such companies as set forth in the fourth paragraph of section forty-eight. In all respects, the continuing corporation or the new corporation shall be subject to the provisions of this chapter, except as otherwise expressly provided in this section. Such agreement shall be assented to by a vote of the majority of the board of directors of each company and approved by the votes of the stockholders, if any, owning at least two thirds of the stock of each company at a meeting called for the purpose, notice of which meeting shall be given in accordance with law, and also published at least once a week for three successive weeks in some newspaper printed in the commonwealth, and if any of the merging or consolidating companies are domiciled outside of the commonwealth at least once a week for three successive weeks in some newspaper printed in the town where such company has its principal office, or, if there are no stockholders, such agreement shall be assented to by a vote of the majority of the board of directors of each company and approved by the votes of at least two thirds of such policyholders of each company as are present and voting at a special meeting called for the purpose, notice of which meeting shall be given as hereinbefore provided. Such notice to the stockholders of a domestic company shall comply with the provisions of section eighty-seven of chapter one hundred and fifty-six B. Such agreement shall be subject to the written approval of the commissioner, shall be executed in duplicate by the president and secretary and by a majority of the board of directors of each company under its corporate seal, shall be accompanied by copies of the resolutions authorizing the merger or consolidation and the execution of the agreement attested by the recording officer of each company and shall, with the records of the companies pertaining thereto, be submitted to the commissioner. If it appears that the requirements of this section have been complied with, the commissioner may so certify and approve the agreement by his endorsement thereon. One of the duplicates of such agreement shall thereupon be filed with the state secretary, who shall cause the same to be recorded and shall issue a certificate of reincorporation to the continuing corporation or the new company with the powers retained and specified in the agreement, and the other duplicate shall be retained by the commissioner. No such agreement shall take effect until it has been filed in the office of the state secretary as aforesaid. The continuing corporation or the new company may require the return of the original certificates of stock held by each stockholder in each of the companies merged or consolidated and issue in lieu thereof new certificates for such number of shares of its own stock as the stockholder may be entitled to receive. Upon such merger or consolidation all rights and properties of the several companies shall accrue to and become the property of the continuing corporation or the new company which shall succeed to all the obligations and liabilities of the merged or consolidated companies, in the same manner as if they had been incurred or contracted by it. The stockholders or policyholders of the merged or consolidated companies shall continue to be subject to all the liabilities, claims and demands existing against them at or before such merger or consolidation. No action or proceeding pending at the time of the merger or consolidation in which any or all of the companies merged or consolidated may be a party shall abate or be discontinued by reason of the merger or consolidation, but the same may be prosecuted to final judgment in the same manner as if the merger or consolidation had not taken place, or the continuing corporation or the new company may be substituted in place of any company so merged or consolidated by order of the court in which the action or proceeding may be pending. Nothing in this section shall authorize the merger or consolidation of stock companies with mutual companies.