N.Y. Insurance Law § 6411: Merger of parent corporation and wholly-owned subsidiary

§ 6411. Merger of parent corporation and wholly-owned subsidiary. (a)

Notwithstanding the provisions of section six thousand four hundred ten

of this article and article fifteen of this chapter, and any rights

conferred therein or obligations imposed thereby, any corporation

organized under section six thousand four hundred two of this article,

or organized under the laws of this state for the purposes set forth in

section six thousand four hundred three of this article, owning all the

shares of any title insurance corporation may file in the office of the

superintendent a certificate of such ownership in its name and under its

corporate seal, signed by its president or a vice president and its

secretary or treasurer and setting forth a duly certified copy of the

resolution of its board of directors to merge such other corporation,

and to assume all of its obligations, and the date of the adoption

thereof. A duplicate or certified copy of such certificate with the

approval required by subsection (b) hereof endorsed thereon or annexed

thereto shall be filed in the office of the clerk of the county wherein

the principal office of the parent corporation is located. Upon the

filing of such certificate, all of the estate, property, rights,

privileges and franchises of such other corporation shall vest in and be

held and enjoyed by the parent corporation as fully and entirely and

without change or diminution as the same were before held and enjoyed by

such other corporation, and be managed and controlled by the parent

corporation, and, in its name, but subject to all liabilities and

obligations of such other corporation and the rights of all creditors

thereof which the parent corporation shall be deemed to have assumed and

become liable for in the same manner as if it had itself incurred such

liabilities and obligations. The parent corporation shall not thereby

acquire power to engage in any business or to exercise any right,

privilege or franchise of a kind which it could not lawfully engage in

or exercise under the provisions of the law by or pursuant to which such

parent corporation is organized.

(b) Such merger shall not become effective unless and until the

superintendent shall give his approval thereto. Such approval shall be

endorsed upon or annexed to the certificate of merger before filing and

the certificate filed as required by subsection (a) hereof.