Preservation of old charter in merger or consolidation.
1. In any merger or consolidation of a foreign stock or mutual insurer into or with a domestic insurer under NRS 693A.330 or 693A.350, and if so provided in accordance with this section, the continuing Nevada corporation shall for all purposes be deemed to be a continuation of the corporate existence of the foreign corporation, with Nevada as the adoptive state of domicile and with date of corporate origin the same as the original date of incorporation of the foreign insurer in its original domiciliary state or country, subject to the following conditions:
(a) The plan and agreement for merger or consolidation shall provide for such continuation of corporate existence through designation of Nevada as the state of domicile of the foreign corporation by adoption, and shall specify the original date of incorporation of the foreign corporation in its original domiciliary state or country as being the date of incorporation of the Nevada corporation pursuant to this section.
(b) The articles of incorporation of the Nevada corporation shall provide, or be amended to provide, that the corporation is a continuance of the corporate existence, through adoption of the State of Nevada as the corporate domicile, of the foreign corporation, and shall specify the original date of incorporation of the foreign corporation in its original domiciliary state or country as being the date of incorporation of the Nevada corporation pursuant to this section.
2. The continuing Nevada corporation shall have all the rights and obligations of, and be given recognition in all respects as, a corporation formed under the laws of this state as of the date of incorporation of the foreign corporation in its original domiciliary state or country. This provision shall not be deemed to impose upon the continuing Nevada corporation any liability or obligation with respect to filings, fees, taxes or otherwise which might have accrued prior to the effective date of the merger or consolidation.
3. This section shall not be deemed in any manner to preserve, after the effective date of such merger or consolidation, the corporate existence of such foreign corporation as a corporation of its original domiciliary state or country.
Last modified: February 27, 2006