40-1222. Same; filing of approved or disapproved application or agreement; effect of consolidation or merger.
40-1222
40-1222. Same; filing of approved or disapproved application oragreement; effect of consolidation or merger.The commissioner of insurance, upon approval or disapproval of saidapplication, shall cause the same to be so endorsed and the entireproceedings to be filed and recorded in the office of the secretary ofstate and a copy of the same certified by the secretary of state to befiled in the office of the commissioner of insurance. Within fifteen (15)days after approval by the commissioner of insurance, a certified copy ofthe approved application and agreement shall also be filed by the officersof the new or surviving company in the office of the register of deeds inthe county wherein the registered office and home offices of the merging orconsolidating companies were located and in the county wherein theregistered office and home office of the surviving or new company shall belocated and in the office of the register of deeds of each county in thisstate in which any of the companies, parties to the agreement, shall havereal property at the time of merger or consolidation. When approved by thecommissioner of insurance, the said agreement shall be deemed effective andthe date when so approved shall be the date of consolidation or merger ofsaid companies, and:
(1) The said companies shall thereupon be one (1) company under the nameadopted in and by said agreement, possessing all the rights, privileges,immunities, powers, and franchises theretofore vested in each of them.
(2) The separate existence of all the companies to the agreement ofmerger or consolidation except the surviving or new company shall cease.
(3) All property, real, personal and mixed, and all debts due onwhatever account, including assessments payable from members andpolicyholders and all other choses in action and all and every otherinterest of, or belonging to or due to, each of the companies merged orconsolidated shall be deemed to be transferred to and vested in suchsurviving or new company without further act or deed; and the title to anyreal estate, or any interest therein, under the laws of this state vestedin any of the companies shall not revert or be in any way impaired byreason of such merger or consolidation.
(4) Such surviving or new company shall thenceforth be responsible andliable for all of the liabilities and obligations of each of the companiesso merged or consolidated; and claim existing or action pending by oragainst any of such companies may be prosecuted to judgment as if suchmerger or consolidation had not taken place, or such surviving or newcompany may be substituted in its place; neither the rights of creditorsnor liens upon the property of any of such companies shall be impaired bysuch merger or consolidation, but such liens shall be limited to theproperty upon which they were liens immediately prior to the time of suchmerger or consolidation, unless otherwise provided in the agreement ofmerger or consolidation.
(5) In the case of merger, the articles of incorporation of thesurviving company shall be supplanted, amended or superseded to the extent,if any, that any provision or provisions of such articles of incorporationshall be revised in the agreement of merger (as provided in K.S.A. 40-1219and 40-1220) and the articles of incorporation shall be deemed to bethereby and to that extent amended.
(6) In the case of a consolidation the new articles of incorporationshall be deemed to be the articles of incorporation of such newcorporation.
(7) The surviving or new company may, for the purpose of complying withthe requirements of the law relating to age of a company, elect to be theage of any of the merging or consolidating companies and shall for thispurpose be considered as having such age: Provided, however, That suchelection shall be set forth in the application for approval of theagreement of merger or consolidation.
(8) The surviving or new company shall maintain the reserves anddeposits as required by law of other like kinds of companies doing likekinds of insurance business.
(9) The surviving or new company after merger or consolidation shall besubject to the same fees, taxes, or penalties and other requirements of lawas other like kinds of companies doing like kinds of insurance business.
History: L. 1957, ch. 289, § 7; L. 1972, ch. 53, § 8; July 1.