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(215 ILCS 5/35B-15) Sec. 35B-15. Plan of division. (a) A domestic stock company may, in accordance with the requirements of this Article, divide into 2 or more resulting companies pursuant to a plan of division. (b) Each plan of division shall include: (1) the name of the domestic stock company seeking to |
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(2) the name of each resulting company that will be
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| created by the proposed division;
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(3) for each new company that will be created by the
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| proposed division, a copy of its:
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(A) proposed articles of incorporation;
(B) proposed bylaws; and
(C) the kinds of insurance business enumerated in
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| Section 4 that the new company would be authorized to conduct;
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(4) the manner of allocating between or among the
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(A) the assets of the domestic stock company that
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| will not be owned by all of the resulting companies as tenants in common pursuant to Section 35B-35; and
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(B) the liabilities of the domestic stock
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| company, including policy liabilities, to which not all of the resulting companies will become jointly and severally liable pursuant to paragraph (3) of subsection (a) of Section 35B-40;
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(5) the manner of distributing shares in the new
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| companies to the dividing company or its shareholders;
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(6) a reasonable description of the liabilities,
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| including policy liabilities, and items of capital, surplus, or other assets, in each case, that the domestic stock company proposes to allocate to each resulting company, including specifying the reinsurance contract, reinsurance coverage obligations, and related claims that are applicable to those policies;
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(7) all terms and conditions required by the laws of
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| this State or the articles of incorporation and bylaws of the domestic stock company;
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(8) evidence demonstrating that the interest of all
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| classes of policyholders of the dividing company will be properly protected; and
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(9) all other terms and conditions of the division.
Nothing in this subsection (b) shall expand or reduce the allocation and assignment of reinsurance as stated in the reinsurance contract.
(c) If the domestic stock company survives the division, the plan of division shall include, in addition to the information required by subsection (b):
(1) all proposed amendments to the dividing company's
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| articles of incorporation and bylaws, if any;
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(2) if the dividing company desires to cancel some,
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| but less than all, shares in the dividing company, the manner in which it will cancel such shares; and
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(3) if the dividing company desires to convert some,
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| but less than all, shares in the dividing company into shares, securities, obligations, money, other property, rights to acquire shares or securities, or any combination thereof, a statement disclosing the manner in which it will convert the shares.
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(d) If the domestic stock company does not survive the proposed division, the plan of division shall contain, in addition to the information required by subsection (b), the manner in which the dividing company will cancel or convert shares in the dividing company into shares, securities, obligations, money, other property, rights to acquire shares or securities, or any combination thereof.
(e) Terms of a plan of division may be made dependent on facts objectively ascertainable outside of the plan of division.
(f) A dividing company may amend a plan of division in accordance with any procedures set forth in the plan of division or, if no such procedures are set forth in the plan of division, in any manner determined by the board of directors of the dividing company, except that a shareholder that was entitled to vote on or consent to approval of the plan of division is entitled to vote on or consent to any amendment of the plan of division that will change:
(1) the amount or kind of shares, securities,
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| obligations, money, other property, rights to acquire shares or securities, or any combination thereof, to be received by any of the shareholders of the dividing company under the plan of division;
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(2) the articles of incorporation or bylaws of any
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| resulting company that will be in effect when the division becomes effective, except for changes that do not require approval of the shareholders of the resulting company under its articles of incorporation or bylaws; or
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(3) any other terms or conditions of the plan of
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| division, if the change would adversely affect the shareholders in any material respect.
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(g) A dividing company may abandon a plan of division after it has approved the plan of division without any action by the shareholders and in accordance with any procedures set forth in the plan of division or, if no such procedures are set forth in the plan of division, in a manner determined by the board of directors of the dividing company.
(h) A dividing company may abandon a plan of division after it has filed a certificate of division with the recorder by filing with the recorder, with concurrent copy to the director, a certificate of abandonment signed by the dividing company. The certificate of abandonment shall be effective on the date it is filed with the recorder and the dividing company shall be deemed to have abandoned its plan of division on such date.
(i) A dividing company may not abandon or amend its plan of division once the division becomes effective.
(Source: P.A. 100-1118, eff. 11-27-18.)
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