Tex. Ins. Code Section 882.559
Filing of Affidavit of Plan Approval; Issuance of Certificate of Merger or Consolidation

(a)

On the approval of a proposed plan under Section 882.556 (Approval of Plan by Policyholders), 882.557 (Domestic Stock Life Insurance Company; Approval of Plan by Shareholders), or 882.558 (Foreign Life Insurance Company; Approval of Plan by Policyholders or Shareholders), the president or a vice president and the secretary or an assistant secretary of each company that is a party to the plan shall execute and file with the department an affidavit stating that the plan has been approved by the policyholders or shareholders of the company as required by this subchapter.

(b)

If the department finds that the affidavit complies with law, the department shall:

(1)

endorse the affidavit with:

(A)

the word “filed”; and

(B)

the date of filing;

(2)

if the plan is a plan of merger, issue a certificate of merger to the surviving company or the company’s representative; and

(3)

if the plan is a plan of consolidation, issue a certificate of consolidation to the new company on the issuance of a charter and a certificate of authority to the new company after:

(A)

submission of proper articles of incorporation to the department;

(B)

approval by the department in accordance with procedures required for the issuance of a new charter; and

(C)

submission of proof that the new company has policyholder surplus at least equal to that of the mutual life insurance company that is a party to the consolidation and has the largest surplus.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.

Source: Section 882.559 — Filing of Affidavit of Plan Approval; Issuance of Certificate of Merger or Consolidation, https://statutes.­capitol.­texas.­gov/Docs/IN/htm/IN.­882.­htm#882.­559 (accessed May 26, 2025).

882.001
Applicability of This Chapter and Other Law 882.002
Examination of Company 882.003
Annual Statement 882.051
Authority to Form Company 882.052
Formation of Company 882.053
Company’s Name 882.054
Initial Board of Directors 882.055
Unencumbered Surplus Requirements 882.056
Application for Charter 882.057
Application Process 882.058
Action on Application 882.059
Examination After Determination 882.101
Issuance of Certificate of Authority 882.151
Board of Directors 882.152
Adoption of Initial Bylaws 882.153
Annual Meeting 882.154
Staggered Terms for Large Board of Directors 882.155
Voting by Policyholders 882.156
Officers 882.157
Officer Bonds 882.158
Bylaws Must Comply with Law 882.201
Applicability of Subchapter 882.202
Issuance of License to Agent 882.203
Limitation on Agent Compensation 882.251
Limited Authority to Borrow Money 882.252
Investment of Money 882.253
Loans to Company 882.301
Amount of Unencumbered Surplus 882.302
Exemption for Certain Companies 882.304
Investment of Excess Unencumbered Surplus 882.305
Impairment of Unencumbered Surplus 882.306
Impairment of Unencumbered Surplus 882.351
Policyholder’s Entitlement to Dividend 882.352
Accounting and Procedure for Allocation of Divisible Surplus 882.353
Department Approval of Allocation 882.354
Dividend Payment Method 882.355
Limitations on Divisible Surplus 882.356
Payment of Dividends Not Required 882.401
Amount of Contingency Reserve 882.402
Excess Contingency Reserve 882.403
Contingency Reserve Requirements 882.404
Allocation of Contingency Reserve to Unencumbered Surplus 882.405
Designation of Contingency Reserve as Unassigned Surplus 882.451
Applicability of Certain Provisions 882.452
Type of Policy Authorized 882.453
Policy Form 882.454
Limitation on Amount of Policy Value for Certain Companies 882.455
Table of Guaranteed Values 882.501
Total Assumption Reinsurance Agreements Between Life Insurance Companies 882.551
Applicability of Subchapter 882.552
Authority to Merge or Consolidate 882.553
Proposed Plan of Merger or Consolidation 882.554
Hearing on Plan 882.555
Commissioner Determination on Plan 882.556
Approval of Plan by Policyholders 882.557
Domestic Stock Life Insurance Company 882.558
Foreign Life Insurance Company 882.559
Filing of Affidavit of Plan Approval 882.560
Effective Date of Merger or Consolidation 882.561
Assumption of Outstanding Insurance Policies 882.562
Assumption of Liabilities 882.563
Effect of Merger or Consolidation on Property 882.564
Effect of Merger or Consolidation on Certain Investments 882.565
Effect of Merger or Consolidation on Divisible Surplus 882.566
Effect on Antitrust Laws 882.601
Authority to Convert to Stock Legal Reserve Life Insurance Company 882.602
Amendment to Charter or Articles of Incorporation Required 882.603
Capital and Surplus Requirements 882.604
Hearing 882.605
Conversion on Commissioner Approval 882.606
Applicable Law After Conversion 882.607
Other Types of Conversion Not Prohibited 882.651
Authority to Convert 882.652
Voluntary Conversion 882.653
Conversion Requirements 882.654
Exemption from Surplus Requirements 882.655
Applicable Law After Conversion 882.701
Applicability of Subchapter 882.702
Investment and Deposit of Funds 882.703
Policy Form 882.751
Authority to Convert 882.752
Application of Other Law 882.753
Jurisdiction of Commissioner 882.754
Incorporation Requirements 882.755
Articles of Incorporation 882.756
Sale of Securities
Green check means up to date. Up to date

Verified:
May 26, 2025

§ 882.559. Filing of Affidavit of Plan Approval; Issuance of Certificate of Merger or Consolidation's source at texas​.gov