Mississippi Code 1972 (2023) › Title 83 - INSURANCE (§§ 83-1-1 — 83-NEW-004) › Chapter 31 - MUTUAL COMPANIES (§§ 83-31-1 — 83-31-181) › MISSISSIPPI MUTUAL INSURANCE COMPANY CONVERSION, REORGANIZATION AND MERGER ACT (§§ 83-31-101 — 83-31-181) › Section 83-31-157 - Holding company merger or consolidation

(1)
Subject to applicable requirements of Sections
83-31-47
and
83-31-101
through
83-31-181
and Section
83-6-1
et seq., a mutual insurance holding company may:
(a)
Merge or consolidate with, or acquire the assets of, a mutual insurance holding company formed under Section
83-31-47
or
83-31-101
through
83-31-181
or any similar entity or organization formed under the laws of any other state;
(b)
Either alone or together with one or more intermediate stock holding companies, or other subsidiaries, directly or indirectly acquire the stock of a stock insurance company or a mutual insurance company that reorganizes under Section
83-31-47
or
83-31-101
through
83-31-181
or the law of its state of organization;
(c)
Together with one or more of its stock insurance company subsidiaries, acquire the assets of a stock insurance company or a mutual insurance company;
(d)
Acquire a stock insurance company through the merger of such stock insurance subsidiary with a stock insurance company or intermediate stock insurance company subsidiary of the mutual insurance holding company; or
(e)
Acquire the stock or assets of any other person to the same extent as would be permitted for a mutual insurance company.
(2)
(a)
A plan and agreement for merger or consolidation in accordance with subsection (1) of this section shall be submitted to and approved by two-thirds (2/3) of the members of each domestic mutual insurance holding company or mutual insurance company involved in the merger or consolidation who vote either in person or by proxy thereon at meetings called for the purposes pursuant to such reasonable notice and procedure as has been approved by the commissioner; however, no vote of a domestic mutual insurance holding company shall be required to approve the merger of a mutual insurance holding company which has resulted from the reorganization of a domestic or foreign mutual insurance company and which has surplus equal to not more than twenty-five percent (25%) of the surplus of the combined companies.
(b)
No such merger or consolidation shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the commissioner and approved by the commissioner in accordance with Section
83-6-1
et seq.
(c)
All of the initial shares of the capital stock of the reorganized subsidiary insurance company shall be issued either to the mutual insurance holding company, or to an intermediate holding company which is a subsidiary of the mutual insurance holding company. The membership interests of the policyholders of the reorganized insurance company shall become membership interests in the mutual insurance holding company in accordance with the plan and agreement of merger or consolidation. Policyholders of the reorganized insurance company shall be members of the mutual insurance holding company in accordance with the plan and agreement of merger or consolidation and the articles of association and bylaws of the mutual insurance holding company. The mutual insurance holding company shall at all times directly or indirectly own a majority of the voting shares of the capital stock of any reorganized subsidiary insurance company.
Laws, 1998, ch. 576, § 28, eff. 7/1/1998.