§ 26.1-05-16 — Capital stock reduced - Examination and certificate of commissioner

When the capital stock of an insurance company is impaired, the company, upon a vote of a
majority of the stock represented at a meeting legally called for that purpose, may reduce its
capital stock, and the number of shares thereof, to an amount not less than the minimum
required by law. No part of its assets and property, however, may be distributed to its
stockholders. Within ten days after the meeting, the company shall submit to the commissioner
a certificate setting forth the proceedings, the amount of the reduction, and the assets and
liabilities of the company, signed and sworn to by its president, secretary, and a majority of its
directors. The commissioner shall examine the facts in the case. If the facts conform to law and
in the commissioner's judgment the proposed reduction may be made without prejudice to the
public, the commissioner shall endorse the commissioner's approval upon the certificate. Upon
the filing of the certificate so endorsed, the company's articles of incorporation are deemed to
be amended to conform to the certificate, the commissioner's certificate must be issued to that
effect, and the company may transact business upon the basis of such reduced capital as
though the same were its original capital. The company, by a majority vote of its directors after
the reduction, may require the return of the original certificates of stock held by each
stockholder in exchange for new certificates in lieu thereof for the number of shares each
stockholder is entitled to in the proportion that the reduced capital bears to the original capital.