N.Y. ISC Law § 1206 — New York Code / Act ISC / Article 12 / Section 1206
Amendments to charters and increase of capital of insurance corporations
Status: in_force

§ 1206. Amendments to charters and increase of capital of insurance\ncorporations. (a) Any domestic insurance corporation may amend its\ncharter as follows:\n  (1) It may change its name or authorize the use in a foreign country\nin which it does or proposes to do business of a specified translation\nof its name in any language commonly used in such country by delivering\nto the superintendent an amendment of its certificate of incorporation\nin the form prescribed by article eight of the business corporation law.\nIf the superintendent finds such change is in conformity with law he may\nendorse his approval on such certificate of amendment.\n  (2) It may extend or diminish its charter powers as to the kinds of\ninsurance business in which it may engage, in the form prescribed by the\nbusiness corporation law, if a stock insurance corporation, or in the\nmanner prescribed by this chapter, if a mutual insurance corporation.\nNo such change shall be effective until the superintendent gives his\napproval. If the superintendent finds, after such investigation or\nexamination as he deems it expedient to make, that such amendment will\nconform with the provisions of this chapter and that the corporation has\nthe requisite minimum capital or surplus and meets all financial\nrequirements of this chapter, he may grant such approval; but this\nsection shall not permit a reduction in the capital of a stock insurance\ncorporation or in the minimum surplus of a mutual insurance corporation\nunless the superintendent finds that all liabilities incident to the\nexercise of the powers to be eliminated have been terminated. Any\ndomestic stock or mutual insurance corporation having charter power to\ndo a part of any kind of insurance business specified in subsection (a)\nof section one thousand one hundred thirteen of this chapter, may after\nobtaining the superintendent's approval, by a majority vote of its board\nof directors at any regular or special meeting, amend its charter to\nacquire power to do all such kind of insurance business, if it may\nexercise such power under this chapter.\n  (3) Upon the filing in the office of the superintendent of any\ncertificate of change, amendment, or restated charter under any\nprovision of law, with his approval endorsed thereon, the superintendent\nshall certify a copy thereof for filing in the office of the clerk of\nthe county where the corporation's principal office is located and may\ngrant it a license conforming to such change.\n  (4) Notwithstanding any other provisions of this section, if the\ncorporation has a guarantee capital represented by shares, it may amend\nany provisions of its charter, including, without limitation, the\nincrease, reduction or retirement of its capital and the interest\nthereon and the increase or decrease in the number or par value of the\nshares representing its capital, upon filing in the office of the\nsuperintendent, with his approval endorsed thereon, a certificate\nsetting forth such amendments which shall become effective upon such\nfiling. The certificate shall have been approved by its board of\ndirectors or trustees and consented to by holders of at least two-thirds\nof its outstanding shares. Such consent shall be given, either in person\nor by proxy, in writing or by vote at a meeting held on at least twenty\ndays notice. Any holder of shares of guarantee capital not in favor of\nany such increase, decrease or retirement, who signifies such objection\nin the manner prescribed by section six hundred twenty-three of the\nbusiness corporation law, shall have his rights determined in accordance\nwith the provisions of such section of the business corporation law.\nAll provisions of subsection (a) of section four thousand two hundred\nseven of this chapter shall apply to the payment of any cash dividends\nfrom profits to the holders of shares of such guarantee capital.\n  (5) It may, if it is a stock corporation, increase the total number of\nshares of any class of capital stock it has power to create and issue,\nsubject to this chapter and the business corporation law.\n  (6) It may make any other change in conformity with law, which shall\nbe effective upon the filing of the certificate thereof in the office of\nthe superintendent with his approval endorsed thereon.\n  (b) Any corporation proposing to file a certificate of change of name\nor a restated or amended charter shall serve upon the superintendent a\ncopy of the proposed changes, not less than thirty days before the\nmeeting at which such changes will be submitted.\n  (c) The superintendent may certify the amount of issued and\noutstanding capital shares of any domestic stock insurance corporation,\nafter such examination or investigation as he deems expedient, and,\nexcept as to a stock dividend or a reduction in capital stock, he shall\nrequire the affidavit of two principal officers of such corporation,\nstating the consideration for the issuance of such shares and that such\ntransactions were genuine and bona fide sales of such shares for such\nconsideration.\n