§ 6411. Merger of parent corporation and wholly-owned subsidiary. (a)
Notwithstanding the provisions of section six thousand four hundred ten
of this article and article fifteen of this chapter, and any rights
conferred therein or obligations imposed thereby, any corporation
organized under section six thousand four hundred two of this article,
or organized under the laws of this state for the purposes set forth in
section six thousand four hundred three of this article, owning all the
shares of any title insurance corporation may file in the office of the
superintendent a certificate of such ownership in its name and under its
corporate seal, signed by its president or a vice president and its
secretary or treasurer and setting forth a duly certified copy of the
resolution of its board of directors to merge such other corporation,
and to assume all of its obligations, and the date of the adoption
thereof. A duplicate or certified copy of such certificate with the
approval required by subsection (b) hereof endorsed thereon or annexed
thereto shall be filed in the office of the clerk of the county wherein
the principal office of the parent corporation is located. Upon the
filing of such certificate, all of the estate, property, rights,
privileges and franchises of such other corporation shall vest in and be
held and enjoyed by the parent corporation as fully and entirely and
without change or diminution as the same were before held and enjoyed by
such other corporation, and be managed and controlled by the parent
corporation, and, in its name, but subject to all liabilities and
obligations of such other corporation and the rights of all creditors
thereof which the parent corporation shall be deemed to have assumed and
become liable for in the same manner as if it had itself incurred such
liabilities and obligations. The parent corporation shall not thereby
acquire power to engage in any business or to exercise any right,
privilege or franchise of a kind which it could not lawfully engage in
or exercise under the provisions of the law by or pursuant to which such
parent corporation is organized.

(b) Such merger shall not become effective unless and until the
superintendent shall give his approval thereto. Such approval shall be
endorsed upon or annexed to the certificate of merger before filing and
the certificate filed as required by subsection (a) hereof.