Pennsylvania Statutes Title 40 P.S. Insurance § 623.2. Proceedings for reincorporation; authority of corporations formed under law

Any such corporation or any two such corporations desiring to reincorporate, or to merge and reincorporate, as the case may be, under the provisions of this act, shall proceed in the following manner. A meeting of the members of such corporation or of each such corporation shall be held and if a majority of the members of such corporation or corporations shall vote or authorize a vote in favor of the reincorporation or merger and reincorporation, a resolution or resolutions to that effect shall be adopted, and upon the recording of such resolution or resolutions in the office for the recording of deeds in the county where such corporation or each such corporation has its principal office, the directors of such corporation or the respective directors of two such corporations acting jointly, as the case may be, may make articles of association as provided by law for the incorporation of insurance companies, upon which articles shall be had the same proceedings as provided by law for the incorporation of new insurance companies; and upon the approval of said articles, such corporation or corporations shall become a corporation under this act, and all the estate and property, real and personal, rights of action, liabilities and obligations of such former corporation or corporations shall be deemed and taken to be transferred to and vested in or attached to the corporation formed under this act without further act or deed.

As soon as the entire amount of the authorized capital of a stock insurance company incorporated under this act has been paid in, certificates shall be issued therefor to the persons entitled to receive the same, which certificates shall be transferable upon the books of the company, and the president or secretary of the company shall notify the Insurance Commissioner that the entire capital of the company has been paid in and that it is ready to commence business. Upon receipt of such notice the Insurance Commissioner shall, in person or by deputy or examiners, examine the company, and in case he finds that it has complied with the provisions of this act and is possessed of funds equal to the amount of its capital, he shall issue to said company a certificate showing that it has been organized in accordance with the provisions of this act and that it has the requisite amount of capital for the transaction of business in the Commonwealth, which certificate shall empower the company to issue policies and otherwise transact the business of insurance for which it was incorporated.

In the case of a mutual life insurance company incorporated under this act, upon the receipt of a notice from the president or secretary of such company, the Insurance Commissioner shall make an examination, and if he finds that it has the necessary amount of insurance in force and that the guaranteed capital has been paid in, he shall issue a certificate authorizing the company to commence business.

The Insurance Commissioner may also conduct such examination of any proposed company as may be deemed necessary, to determine whether the responsibility, character and general fitness for the business of the incorporators and directors named in the articles are such as to command the confidence of the public and to warrant the belief that the business of the proposed company will be honestly and efficiently conducted in accordance with the intent and purpose of this act.

Until such time as the Insurance Commissioner shall issue a certificate authorizing companies to commence business under this act, said companies shall have the same powers to transact the business of insurance as were possessed by said companies prior to their reincorporation under this act.

Any corporation formed under this act shall be authorized to transact the business of insurance in the same manner and upon the same conditions as insurance companies are by law authorized to do, in so far as not inconsistent with the provisions of law relating to limited life insurance companies.