§ 35B-35 — Effects of division

(a) When a division becomes effective pursuant to Section 35B-30: (1) if the dividing company has survived the division: (A) it continues to exist; (B) its articles of incorporation shall be amended, if necessary, as provided in the plan of division; and (C) its bylaws shall be amended, if necessary, as provided in the plan of division; (2) if the dividing company has not survived the division, its separate existence ceases to exist; (3) each new company: (A) comes into existence; (B) shall hold any capital, surplus, and other assets allocated to such new company by the plan of division as a successor to the dividing company, automatically, by operation of law and not by transfer, whether directly or indirectly; and (C) its articles of incorporation, if any, and bylaws, if any, shall be effective; (4) capital, surplus, and other assets of the dividing company: (A) that is allocated by the plan of division either: (i) vests in the applicable new company as provided in the plan of division; or (ii) remains vested in the dividing company as provided in the plan of division; (B) that is not allocated by the plan of division either: (i) remains vested in the dividing company, if the dividing company survives the division; or (ii) is allocated to and vests equally in the resulting companies as tenants in common, if the dividing company does not survive the division; or (C) otherwise vests as provided in this subsection without transfer, reversion, or impairment; (5) a resulting company to which a cause of action is allocated as provided in paragraph (4) of this subsection (a) may be substituted or added in any pending action or proceeding to which the dividing company is a party when the division becomes effective; (6) the liabilities, including policy liabilities, of the dividing company are allocated between or among the resulting companies as provided in Section 35B-40 and each resulting company to which liabilities are allocated is liable only for those liabilities, including policy liabilities, so allocated as successors to the dividing company, automatically, by operation of law, and not by transfer (or, for the avoidance of doubt, assumption), whether directly or indirectly; and (7) the shares in the dividing company that are to be converted or canceled in the division are converted or canceled, and the shareholders of those shares are entitled only to the rights provided to them under the plan of division and any appraisal rights that they may have pursuant to Section 35B-45. (b) Except as provided in the articles of incorporation or bylaws of the dividing company, the division does not give rise to any rights that a shareholder, director of a domestic stock company, or third party would have upon a dissolution, liquidation, or winding up of the dividing company. (c) The allocation to a new company of capital, surplus, or other assets that is collateral covered by an effective financing statement shall not be effective until a new financing statement naming the new company as a debtor is effective under the Uniform Commercial Code. (d) Unless otherwise provided in the plan of division, the shares in and any securities of each new company shall be distributed to: (1) the dividing company, if it survives the division; or (2) shareholders of the dividing company that do not assert any appraisal rights that they may have pursuant to Section 35B-45, pro rata.

Legislative History

(Source: P.A. 100-1118, eff. 11-27-18.)