N.J. Stat. tit. 17, ch. 27

N.J. Stat. tit. 17, ch. 27
in effect

N.J. Stat. § 17:27-1 Merger of two or more stock corporations; agreement of merger; approval by Commissioner

Any two or more stock insurance corporations of this State, carrying on the kinds of insurance which may lawfully be carried on by one company organized under chapters seventeen to thirty-three of this Title (Sec. 17:17-1 et seq.), may merge as follows: They may merge or consolidate into one corporation under the name of one or more of such corporations or such other name as may be approved by the Commissioner of Banking and Insurance. Such corporations may enter into and make an agreement of such merger or consolidation under their respective corporate seals, prescribing its terms and conditions, the amount of its capital and the number of shares into which such capital is to be divided. The agreement shall contain the charter under which the business is to be conducted, which may conform to the provisions of either one or more of the charters of the merging or consolidating corporations or to the provisions of the laws of this State governing corporations transacting the kinds of insurance specified in such charter, and which shall be the charter of the corporation resulting from the merger without further amendment. Every such proposed agreement shall before the execution thereof be presented to the Commissioner of Banking and Insurance for his approval as to form, and such agreement shall, after the execution thereof, have the approval of the Commissioner of Banking and Insurance thereto indorsed thereon. Amended by L.1938, c. 259, p. 574, s. 1.

N.J. Stat. § 17:27-2 Approval by directors and stockholders; notice of meetings

The agreement must be assented to by vote of the majority of the number of directors of each corporation and must be approved by the votes of stockholders owning at least two-thirds of the stock of each corporation voted in person or by proxy at a meeting called separately for that purpose, upon notice stating the time, place and object of the meeting, served at least thirty days previously upon each stockholder personally or mailed to him at his last known address and also published at least once a week for four weeks successively in some newspaper printed in the county where such corporation has its principal office, and there shall be endorsed upon the agreement a certificate of the secretaries of the respective corporations under the seals thereof to the effect that the same has been assented to by such votes of the directors and approved by such votes of the stockholders. Amended by L.1938, c. 259, p. 575, s. 2.

N.J. Stat. § 17:27-3 Merger of domestic and foreign corporations

Any one or more insurance corporation or corporations organized under the laws of this State is or are hereby authorized to merge or consolidate in the manner hereinabove provided with a corporation or corporations organized under the laws of another State, or States, or territory or territories, of the United States, duly admitted to this State and authorized to transact therein the same kinds of insurance as transacted by such corporation, or corporations, organized under the laws of this State, if such merger or consolidation is authorized by the laws, or approved by the insurance supervising officials, of the State, or States, or territory, or territories, in which such foreign corporation, or corporations, is, or are, incorporated. Such domestic corporation or corporations shall comply with all of the requirements specified in the two preceding sections as to the terms and conditions of the merger or consolidation agreement and the steps to be taken and acts to be performed for the adoption, execution and approval thereof. Such foreign corporation or corporations shall comply with all of the requirements of the laws or the requirements of the supervising insurance official of the State or States, or territory or territories, under which it is, or they are, incorporated regulating the terms and conditions of such merger or consolidation agreement and the steps to be taken and acts to be performed for the execution, adoption, and approval thereof. If the domicile of the corporation formed by or resulting from such merger or consolidation between a domestic corporation or corporations, and a foreign corporation or corporations, shall by the agreement be fixed or located in a State other than this State, such merger or consolidation shall not take effect unless said agreement, shall contain a provision appointing the Commissioner of Banking and Insurance of this State to be the true and lawful attorney of such corporation in and for this State, upon whom all lawful process in any action or proceeding against the corporations involved in such merger or consolidation may be served with the same force and effect as if the corporation formed by such merger or consolidation was a domestic corporation, but such appointment of the Commissioner of Banking and Insurance of this State as such attorney to receive process shall not be deemed, in anywise, to authorize the corporation formed by or resulting from such merger or consolidation to transact business within this State unless such corporation shall otherwise comply with the law of this State as respects its admission to transact business in this State. Amended by L.1938, c. 259, p. 575, s. 3.

N.J. Stat. § 17:27-4 Filing agreement of merger or consolidation; exchange of stock

Upon filing such agreement of merger or consolidation with such certificate of the secretaries and approval of the Commissioner of Banking and Insurance endorsed thereon, in the office of the Commissioner of Banking and Insurance and the duplicate or certified copy thereof in the office of the clerk of the county or counties where the office or offices of the domestic contracting corporation or corporations is, or are, located, such agreement may be carried into effect as provided therein. The corporation so formed by or resulting from such merger or consolidation may require the return of the original certificates of stock held by each stockholder in each of the corporations involved in such merger or consolidation, and issue in lieu thereof new certificates for such number of shares of its own stock as such stockholders may be entitled to receive. Amended by L.1938, c. 259, p. 577, s. 4.

N.J. Stat. § 17:27-5 Rights, franchises and interests transferred on merger; obligations and liabilities; rights of creditors and pending actions unaffected; taxation

Upon such merger or consolidation, all the rights, franchises, and interests of the corporations so merging or consolidating in and to every species of property and things in action belonging to them, or either of them, shall be deemed to be transferred to and vest in the corporation resulting from such merger or consolidation, without any other deed or transfer, and the merged or consolidated corporation shall hold and enjoy the same to the same extent as if the merging or consolidating corporations, or either of them, had continued to retain their titles and transact business. The merged or consolidated corporation shall succeed to all the obligations and liabilities of the merging or consolidating corporations, or either of them, and shall be held liable to pay and discharge all such debts and liabilities in the same manner as though they had been incurred or contracted by it. The stockholders of the merging or consolidating corporations shall continue subject to all the liabilities, claims and demands, existing against them, or either of them, before such merger or consolidation took place. Any action or proceeding pending at the time of the consummation of the merger or consolidation in which either or all of the merging or consolidating corporations may be a party, shall not abate or discontinue 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 merged or consolidated corporation may be substituted in place of any corporation involved in such merger or consolidation by order of the court in which the action or proceeding may be pending. So far as they may be applicable, the provisions of this section shall apply to all corporations heretofore merged or consolidated. If the domicile of the corporation formed by or resulting from such merger or consolidation between a domestic corporation or corporations and a foreign corporation or corporations shall by the agreement be fixed or located in this State, such resulting domestic corporation shall thereafter, in addition to all other taxes now or hereafter required to be paid by domestic insurance companies, pay a tax in the same amount and manner as required of foreign insurance companies by sections 17:32-7, 54:17-1 to 3, and 54:18-1 to 7. Amended by L.1938, c. 259, p. 577, s. 5.

N.J. Stat. § 17:27-5A Partial invalidity

In case, for any reason, any section, part of section, clause or provision of this act shall be questioned in any court, and determined to be unconstitutional or invalid, then in that event all the provisions of the entire sections 17:27-3, 4 and 5, shall likewise become invalid and inoperative and of no force and effect, it being the intention that this act shall be effective in its entirety only and not otherwise. L.1938, c. 259, p. 578, s. 5.

N.J. Stat. § 17:27-5.1 Merger of 2 or more mutual insurance corporations

Any 2 or more mutual insurance corporations of this State, other than mutual life insurance corporations, carrying on the kinds of insurance which may lawfully be carried on by 1 company organized under chapters 17 to 33 of this Title (section 17:17-1 et seq.), may merge as follows: They may merge or consolidate into 1 corporation under the name of 1 or more of such corporations or such other name as may be approved by the Commissioner of Banking and Insurance. Such corporations may enter into and make an agreement of such merger or consolidation under their respective corporate seals and prescribing its terms and conditions. The agreement shall contain the charter under which the business is to be conducted, which may conform to the provisions of either 1 or more of the charters of the merging or consolidating corporations or to the provisions of the laws of this State governing corporations transacting the kinds of insurance specified in such charter, and which shall be the charter of the corporation resulting from the merger without further amendment. Every such proposed agreement shall before the execution thereof be presented to the Commissioner of Banking and Insurance for his tentative approval. L.1956, c. 149, p. 615, s. 1.

N.J. Stat. § 17:27-5.2 Approval of agreement

The agreement must be assented to by vote of 2/3 of the number of directors of each corporation and must be approved by the members of each corporation by a majority of the votes cast in person or by proxy at a general or special meeting, upon notice stating the time, place and object of the meeting, served at least 30 days previously upon each member personally or mailed to him at his last known address and also published at least once a week for 4 weeks successively in some newspaper printed in the county where such corporation has its principal office, and there shall be indorsed upon the agreement a certificate of the secretaries of the respective corporations under the seals thereof to the effect that the same has been assented to by such votes of the directors and approved by such votes of the members. L.1956, c. 149, p. 615, s. 2.

N.J. Stat. § 17:27-5.3 Filing of agreement; approval by commissioner; review

Every such agreement of merger or consolidation with such certificate of the secretaries and the tentative approval of the Commissioner of Banking and Insurance indorsed thereon shall be filed in the office of the Commissioner of Banking and Insurance and at the expiration of 30 days thereafter the commissioner shall indorse his final approval thereon unless within said 30 days, 5% or more of the member policyholders shall file with the commissioner objections to such agreement, in which case the commissioner shall call a hearing thereon and shall cause not less than 10 days' notice thereof to be given to such objectors and to each corporation to the agreement. Within 30 days after the conclusion of such hearing, the commissioner shall indorse such agreement with his approval or disapproval. If the commissioner shall disapprove the agreement, he shall forthwith file a memorandum in the department stating the reasons for his disapproval, and shall mail a copy of the memorandum to each of the corporations which is a party to the agreement. The commissioner shall withhold his approval only if he shall find that the agreement is contrary to law, or unreasonable or inequitable to the objectors. The commissioner's disapproval of such agreement shall be subject to review, hearing and relief in the Superior Court. A duplicate or certified copy of any agreement which has been indorsed with the approval of the commissioner shall be filed in the office of the clerk of the county or counties where the office or offices of the domestic contracting corporation or corporations is, or are, located and thereupon such agreement may be carried into effect as provided therein. L.1956, c. 149, p. 616, s. 3.

N.J. Stat. § 17:27-5.4 Transfer of all rights, franchises and interests to resulting corporation; obligations and liabilities; actions not to abate

Upon such merger or consolidation, all the rights, franchises, and interests of the corporations so merging or consolidating in and to every species of property and things in action belonging to them, or either of them, shall be deemed to be transferred to and vest in the corporation resulting from such merger or consolidation, without any other deed or transfer, and the merged or consolidated corporation shall hold and enjoy the same to the same extent as if the merging or consolidating corporations, or either of them, had continued to retain their titles and transact business. The merged or consolidated corporation shall succeed to all the obligations and liabilities of the merging or consolidating corporations, or either of them, and shall be held liable to pay and discharge all such debts and liabilities in the same manner as though they had been incurred or contracted by it. The members of the merging or consolidating corporations shall continue subject to all the liabilities, claims and demands, existing against such corporations, or either of them, before such merger or consolidation took place. Any action or proceeding pending at the time of the consummation of the merger or consolidation in which either or all of the merging or consolidating corporations may be a party, shall not abate or discontinue 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 merged or consolidated corporation may be substituted in place of any corporation involved in such merger or consolidation by order of the court in which the action or proceeding may be pending. L.1956, c. 149, p. 617, s. 4.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.njleg.state.nj.us/legislative-activity/statutesFetched: 10/17/2026