IC 27-1-19
    Chapter 19. Reorganization of Foreign Companies Into DomesticCompanies

IC 27-1-19-1
Authority to reorganize as domestic company
    Sec. 1. Any foreign life insurance company authorized to dobusiness in this state, and empowered by the laws of the state,territory or insular possession of the United States, or the District ofColumbia under which it was incorporated to reincorporate, is herebyauthorized to reorganize under the laws of this state by compliancewith the provisions of this chapter and thereafter be a newcorporation of this state under this article.
(Formerly: Acts 1935, c.162, s.240.) As amended by P.L.252-1985,SEC.81.

IC 27-1-19-2
Articles of reorganization; adoption by directors; contents
    Sec. 2. (a) The board of directors of any such company desiringto reorganize under this article shall, after full compliance with thelaws of state, territory, or insular possession of the United States, orthe District of Columbia, under which the company was incorporatedor organized, by a resolution adopted by a majority vote of themembers of such board, approve and adopt articles of reorganizationsetting forth:
        (1) the name of the company;
        (2) the location of its principal office and the location of itsproposed principal office in this state;
        (3) the date of its incorporation or organization;
        (4) a designation of the statute under which it was organized;
        (5) a declaration that it accepts all of the terms and provisionsof this article; and
        (6) a restatement of such provisions of its articles ofincorporation or association as may be deemed advisable solong as the provisions restated would have been authorized bythis article as provisions of original articles of incorporation fora company organized under this article.
    (b) Upon the approval and adoption thereof by the board ofdirectors, the articles of reorganization shall be executed and signedin triplicate originals by the president and the secretary of thecompany, and acknowledged and sworn to before an officerauthorized to take the acknowledgments of deeds by the officerssigning the same.
(Formerly: Acts 1935, c.162, s.241.) As amended by P.L.252-1985,SEC.82.

IC 27-1-19-3
Articles of reorganization; presentation and approval
    Sec. 3. The articles of reorganization shall be presented to thedepartment, accompanied by a certified copy of the resolution of the

board of directors adopting and approving the same, signed by thepresident and secretary of the company. The department mayapprove or disapprove the articles of reorganization, in the samemanner as provided in IC 27-1-6-8. In the event the departmentapproves the articles of reorganization as provided, it shall thensubmit them to the attorney general for the state of Indiana, who shallexamine such articles and endorse his approval thereon and returnthem to the department in the same manner as provided inIC 27-1-6-9. When the articles of reorganization have been approvedby the attorney general and returned to the department, thedepartment shall present them to the secretary of state for the state ofIndiana, who shall endorse his approval thereon in the same manneras provided in IC 27-1-6-10 and file one (1) copy in his office andreturn the other two (2) copies to the company or its representatives.
(Formerly: Acts 1935, c.162, s.242.) As amended by P.L.252-1985,SEC.83.

IC 27-1-19-4
Certificate of authority
    Sec. 4. When the provisions of sections 1, 2, and 3 of this chapterhave been complied with and the applicant has fulfilled all therequirements imposed by this article upon a similar domesticcompany doing a like business, then the commissioner may, in hisdiscretion, issue a certificate of authority as provided inIC 27-1-6-18.
(Formerly: Acts 1935, c.162, s.243.) As amended by P.L.252-1985,SEC.84.

IC 27-1-19-5
Continuation of existing obligations
    Sec. 5. Any such corporation so organizing under the provisionsof this article is hereby required to faithfully carry out any and allrights, duties, obligations, contracts, and any and all other liabilitiesof every kind and description existing in its favor or against it at thetime of its reorganization under the provisions of this article, and itshall have the rights, privileges, powers, duties, and responsibilities,unchanged and unaffected, which it had at the time of suchreorganization under the provisions of this article; nothing containedin this chapter or authorized by this chapter shall impair or operateto impair the obligations of any contract existing at the time of thecreation of the new corporation, but such new corporation shall besubject to and shall assume, carry out, fulfill, and pay all liabilities,obligations, responsibilities, and contracts connected with and arisingout of its business prior to such reincorporation.
(Formerly: Acts 1935, c.162, s.244.) As amended by P.L.252-1985,SEC.85.

IC 27-1-19-6
Vesting of assets in new corporation; name; treatment of realestate    Sec. 6. Upon compliance with the provisions of this article, theentire assets of any such corporation shall thereby become vested inthe new corporation. The name of the new corporation may be thesame as the former corporation, or, upon resolution of the board oftrustees or directors or other governing body, such name may bechanged. If such corporation shall be the owner of any real estatesituate in said state of Indiana or of any other state, such real estateshall become vested, upon compliance with this statute, in the newcorporation, and a copy of such resolution, duly certified by thesecretary of state and filed in the recorder's office of the propercounty in which such real estate may be situated, shall constitute aconveyance of said real estate to said new corporation.
(Formerly: Acts 1935, c.162, s.245.) As amended by P.L.252-1985,SEC.86.

IC 27-1-19-7
Reports; regulation and supervision; location of principal office
    Sec. 7. Such new corporation shall hereafter make its reports inaccordance with the laws of the state of Indiana, and shall be subjectto the exclusive regulation and supervision of the department ofinsurance of the state of Indiana, and thereafter shall make itsapplications for the purpose of doing business in other states, andcountries, as a corporation of the state of Indiana, and shall besubject to regulation and supervision by the insurance departmentsof other states and countries as a foreign insurance company. In itsresolution for reincorporation under this law, it shall state thelocation of its principal office, which shall be in this state.
(Formerly: Acts 1935, c.162, s.246.)

IC 27-1-19-8
Directors
    Sec. 8. The board of directors, or other governing body, of suchcorporation, shall remain for the new corporation, the same as for theold, until changed by the board of directors of the new corporation.Their election and terms of office shall remain the same as they wereprior to the new incorporation.
(Formerly: Acts 1935, c.162, s.247.)