N.Y. Insurance Law § 1206: Amendments to charters and increase of capital of insurance corporations

§ 1206. Amendments to charters and increase of capital of insurance

corporations. (a) Any domestic insurance corporation may amend its

charter as follows:

(1) It may change its name or authorize the use in a foreign country

in which it does or proposes to do business of a specified translation

of its name in any language commonly used in such country by delivering

to the superintendent an amendment of its certificate of incorporation

in the form prescribed by article eight of the business corporation law.

If the superintendent finds such change is in conformity with law he may

endorse his approval on such certificate of amendment.

(2) It may extend or diminish its charter powers as to the kinds of

insurance business in which it may engage, in the form prescribed by the

business corporation law, if a stock insurance corporation, or in the

manner prescribed by this chapter, if a mutual insurance corporation.

No such change shall be effective until the superintendent gives his

approval. If the superintendent finds, after such investigation or

examination as he deems it expedient to make, that such amendment will

conform with the provisions of this chapter and that the corporation has

the requisite minimum capital or surplus and meets all financial

requirements of this chapter, he may grant such approval; but this

section shall not permit a reduction in the capital of a stock insurance

corporation or in the minimum surplus of a mutual insurance corporation

unless the superintendent finds that all liabilities incident to the

exercise of the powers to be eliminated have been terminated. Any

domestic stock or mutual insurance corporation having charter power to

do a part of any kind of insurance business specified in subsection (a)

of section one thousand one hundred thirteen of this chapter, may after

obtaining the superintendent's approval, by a majority vote of its board

of directors at any regular or special meeting, amend its charter to

acquire power to do all such kind of insurance business, if it may

exercise such power under this chapter.

(3) Upon the filing in the office of the superintendent of any

certificate of change, amendment, or restated charter under any

provision of law, with his approval endorsed thereon, the superintendent

shall certify a copy thereof for filing in the office of the clerk of

the county where the corporation's principal office is located and may

grant it a license conforming to such change.

(4) Notwithstanding any other provisions of this section, if the

corporation has a guarantee capital represented by shares, it may amend

any provisions of its charter, including, without limitation, the

increase, reduction or retirement of its capital and the interest

thereon and the increase or decrease in the number or par value of the

shares representing its capital, upon filing in the office of the

superintendent, with his approval endorsed thereon, a certificate

setting forth such amendments which shall become effective upon such

filing. The certificate shall have been approved by its board of

directors or trustees and consented to by holders of at least two-thirds

of its outstanding shares. Such consent shall be given, either in person

or by proxy, in writing or by vote at a meeting held on at least twenty

days notice. Any holder of shares of guarantee capital not in favor of

any such increase, decrease or retirement, who signifies such objection

in the manner prescribed by section six hundred twenty-three of the

business corporation law, shall have his rights determined in accordance

with the provisions of such section of the business corporation law.

All provisions of subsection (a) of section four thousand two hundred

seven of this chapter shall apply to the payment of any cash dividends

from profits to the holders of shares of such guarantee capital.

(5) It may, if it is a stock corporation, increase the total number of

shares of any class of capital stock it has power to create and issue,

subject to this chapter and the business corporation law.

(6) It may make any other change in conformity with law, which shall

be effective upon the filing of the certificate thereof in the office of

the superintendent with his approval endorsed thereon.

(b) Any corporation proposing to file a certificate of change of name

or a restated or amended charter shall serve upon the superintendent a

copy of the proposed changes, not less than thirty days before the

meeting at which such changes will be submitted.

(c) The superintendent may certify the amount of issued and

outstanding capital shares of any domestic stock insurance corporation,

after such examination or investigation as he deems expedient, and,

except as to a stock dividend or a reduction in capital stock, he shall

require the affidavit of two principal officers of such corporation,

stating the consideration for the issuance of such shares and that such

transactions were genuine and bona fide sales of such shares for such

consideration.