2023 Laws of Puerto Rico › TITLE TWENTY-SIX - Insurance (§§ 101 — 10377) › Subtitle 1 - Insurance Generally (§§ 101 — 4513) › Chapter 29 - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers (§§ 2901 — 2954) › § 2946 - Merger or consolidation

(a) Two or more mutual insurers, or two or more cooperative insurers, or two or more stock insurers, may merge or consolidate subject to the following conditions:
(1) The plan of merger or consolidation and the proposed agreement between the insurers with respect thereto, must be submitted to and approved by the Commissioner in advance of the merger or consolidation.
(2) If mutual insurers, the merger or consolidation must have been authorized by resolution of the boards of directors of the insurers involved and by the vote of not less than three-fourths of their respective policyholders who vote thereon pursuant to such notice and procedure as the Commissioner may approve.
(3) If stock insurers, the merger or consolidation must have been authorized by resolution adopted by each of the respective boards of directors, and by the vote of not less than two-thirds of all shares having voting rights at special meetings of stockholders of each of the respective insurers called for the purpose.
(A) If cooperative insurers, the merger or consolidation must have been authorized by resolution approved by each of the respective boards of directors and by the vote of not less than two-thirds of all the members at special assemblies of the members of each of the respective insurers, called for the purpose.
(4) The Commissioner shall not approve any such plan unless, after a hearing, he finds that it is fair, equitable, consistent with law, and that no reasonable objection exists. If the Commissioner fails to approve the plan he shall state his reason for such failure in his order made on such hearing.
(5) Except as is expressly provided for in the plan, no person shall receive any fee, commission, other compensation or valuable consideration whatsoever for in any manner aiding, promoting, or assisting in the merger or consolidation. This provision shall not prohibit payment of regular salaries or allowances to directors, officers, and employees of the insurers.
(6) The merger or consolidation shall be deemed effectuated, and the nonsurviving domestic corporation or corporations shall cease to exist upon completion of matters preliminary thereto as provided herein and in the agreement of merger or consolidation, and upon the filing with the Secretary of State and with the Commissioner of the following:
(A) Certified copy of the merger or consolidation agreement signed on behalf of all corporations involved by their respective officers and attested by the respective corporate seals.
(B) Certificates by the respective corporate secretaries under oath, certifying to the adoption of resolutions authorizing the merger or consolidation by the insurer’s stockholders, partners, or members, and by the respective boards of directors and setting forth a copy of each such resolution and the votes thereon.
(C) Certificates by the presidents of the respective corporations, under oath, showing that all matters required by the plan and agreement of merger or consolidation to be accomplished before merger or consolidation is to become effectual, have in fact been accomplished, and containing a reasonably complete summary of such matters.
(b) Reinsurance of all or substantially all of the insurance in force of a domestic insurer by another insurer shall be deemed a merger or consolidation for the purposes of this section.
History —Ins. Code § 29.460; June 25, 1965, No. 86, p. 200, § 18.