Procedure for surrender of charter

(a) Any insurance corporation chartered by the Secretary of State may surrender its charter upon the company filing in the office of the Commissioner of Insurance an application in triplicate, signed with its corporate name and under its corporate seal, stating: (1) The name of the company and the location of its principal place of business in this state; (2) The date of its charter and all amendments thereto and the date or dates of renewal or renewals of its charter; 663 33-14-26 (3) That it desires to surrender its charter and franchise to the state; (4) A certificate attested to by two officers of the company that the procedure required by Code Section 33-14-24 has been carried out; and (5) Any other information deemed necessary by the Commissioner of Insurance. (b) Upon receipt thereof, the Commissioner shall take such action to investigate the proposed surrender to determine if the rights of policyholders, creditors, stockholders or members, and third party claimants under liability policies of the insurer have been paid or properly provided for in a fair and equitable manner. The Commissioner shall after making his or her determination issue under his or her hand and official seal a certificate approving or disapproving the application for surrender of the charter and shall transmit a copy of such certificate of approval to the Secretary of State. If the Commissioner does not approve the application, the Commissioner shall notify the insurer in writing of his or her reasons for not approving the application for surrender of the charter. (c) The fee and publication requirements set out in subsections (a) through (c) of Code Section 33-14-5 shall be applicable to a surrender of charter under this Code section. (d) Upon receipt of the certificate of the judge of the probate court as to the publication of the application and the certificate of approval of the surrender from the Commissioner, the Secretary of State shall issue under the seal of the state a certificate dissolving the insurer; and the Secretary of State shall record the application, the certificate of the judge of the probate court, the certificate of approval of the Commissioner, and the certificate dissolving the insurer. History. — Code 1933, § 56-1545, enacted by Ga. L. 1960, p. 289, § 1; Ga. L. 1982, p. 3, § 33; Ga. L. 2000, p. 1307, § 5. 33-14-26. Powers and duties of directors as trustees upon expiration of period of corporate existence; filling of vacancies and replacement of directors. Upon the dissolution of a domestic stock or mutual insurer under Code Section 33-14-25, or upon the expiration of the period of its corporate existence in any other manner, except under Chapter 37 of this title, the directors of the corporation shall be trustees of the corporation with the full power to settle the affairs, collect the outstanding debts, sell and convey the property, real and personal, of the corporation, and divide its assets among its stockholders or members 664 33-14-26 DOMESTIC STOCK AND MUTUAL INS. 33-14-40 entitled to the assets, after paying or adequately providing for the payment of its liabilities and obligations. Vacancies in the number of directors may be filled by the remaining directors, but any director may be replaced on the vote of a majority of the stockholders, or members of the corporation, if a mutual insurer. History. — Code 1933, § 56-1546, enacted by Ga. L. 1960, p. 289, § 1. 33-14-27. Continuance of corporate existence subsequent to dissolution or expiration. All domestic stock and mutual insurance corporations, whether they expire by their own limitation or are otherwise dissolved, shall nevertheless be continued for a term of three years from such expiration or dissolution, except in any dissolution under Chapter 37 of this title, as bodies corporate for the purpose of prosecuting and defending actions by or against them and of enabling them to settle and close their business, to dispose of and convey their property, and to divide their assets among those entitled to such assets, but not for the purpose of continuing business as insurers; provided, however, that as to any action or proceeding commenced by or against the corporation prior to such expiration or dissolution and with respect to any action or proceeding commenced by or against the corporation within three years after the date of the expiration or dissolution, the corporation shall for the purpose of the actions or proceedings only be continued as bodies corporate beyond the three-year period and until any judgments, orders, or decrees in the expiration or dissolution actions or proceedings are fully executed. History. — Code 1933, § 56-1547, enacted by Ga. L. 1960, p. 289, § 1. ARTICLE 2 DOMESTIC STOCK INSURERS 33-14-40. Reinsurance of risks generally; bulk insurance agreements.