SENATE BILL 293
AN ACT TO AMEND CHAPTER 49, TITLE 18 OF THE DELAWARE CODE RELATING TO ORGANIZATION AND CORPORATE POWERS, PROCEDURES OF DOMESTIC STOCK AND MUTUAL INSURERS.
Be it enacted by the General Assembly of the State of Delaware:
Section 1. Amend Chapter 49, Title 18 of the Delaware Code by renumbering current Sections 4943 and 4944 and 4945 and adding a new section 4943 as follows:
"§4943. Preservation of Old Charter in Merger, Consolidation
(a) In any merger or consolidation of a foreign stock or mutual insurer into or with a domestic insurer under Section 4930 of Part I, Title 18, in accordance with this section, the continuing Delaware corporation shall for all purposes be deemed to be a continuation of the corporate existence of the foreign corporation with Delaware as the adoptive state of domicile and with date of corporate origin the same as the original date or incorporation of the foreign insurer in its original domiciliary state or country, subject to the following conditions:
(1) The plan and agreement for merger or consolidation shall provide for such continuation or corporate existence through designation of Delaware as the state of domicile of the foreign corporation by adoption, and shall specify the original date of incorporation of the foreign corporation in its original domiciliary state or country as being
the date of incorporation of the Delaware corporation pursuant to this section.
(2) The certificate of incorporation of the Delaware corporation shall provide, or be amended to provide, that the corporation is a continuance of the corporate existence, through adoption of the State of Delaware as the corporate domicile, of the foreign corporation, and shall specify the original date of incorporation of the foreign corporation in its original domiciliary state or country as being the date of incorporation of the Delaware corporation pursuant to this section.
(b) The continuing Delaware corporation shall have all the rights and obligations of, and be given recognition in all respects as a corporation formed under the laws of this state as of the date of incorporation of the foreign corporation in its original domiciliary state or country. This provision shall not be deemed to impose upon the continuing Delaware corporation any liability or obligation with respect to filings, fees, taxes or otherwise which might have accrued prior to the effective date of the merger or consolidation.
(c) This section shall not be deemed in any manner to preserve, after the effective date of such merger or consolidation, the corporate existence of such foreign corporation as a corporation of its original domiciliary state or country."