§ 7202. Domestication of the United States branch of an alien insurer
permitted. (a) (1) Upon compliance with the provisions of this article
any licensed alien insurer having its United States branch entered
through this state and owning beneficially, directly or indirectly, all
outstanding shares of a domestic insurer or of a foreign insurer
qualified and licensed in this state to write all the kinds of insurance
for which the United States branch is qualified and licensed may
domesticate its United States branch by agreeing in writing with such
domestic or foreign insurer to the acquisition of the business and
assets, and the assumption of all liabilities, of the United States
branch, by the domestic or foreign insurer for no consideration except
such assumption.

(2) The agreement may, however, provide for additional consideration
payable by the issuance of shares by the acquiring insurer.

(3) The domestication shall be subject to prior written approval by
the superintendent if the acquiring insurer is domestic, or by the
insurance supervisory official of the state of incorporation if it is
foreign.

(4) The domestication shall be subject to final approval by the
superintendent and if the acquiring insurer is foreign by the
supervisory official of such state.

(b) Any shares of the acquiring insurer or voting trust certificates
therefor held among the trusteed assets of the United States branch or
held in a trust created by the alien insurer of which the alien insurer
is a beneficiary shall be deemed to be shares held beneficially, but
indirectly, by such alien insurer.

(c) Any acquisition of assets and assumption of liabilities pursuant
to subsection (a) hereof shall be effected by filing with the
superintendent an instrument of transfer and assumption, executed by the
alien insurer and the acquiring insurer, in form satisfactory to the
superintendent as to a domestic insurer or to both the superintendent
and the insurance supervisory official of the state of incorporation as
to a foreign insurer.

(d) The acquiring insurer may be licensed to engage in the insurance
business in this state either before entering into such domestication
agreement or, if the superintendent approves, effective with
consummation of the agreement in accordance with the provisions of
section seven thousand two hundred five of this article.

(e) This article shall not be construed to (i) authorize any insurance
company to do any kind of insurance business not authorized by its
charter or (ii) authorize any foreign or alien insurance company to do
any kind of insurance business in this state not authorized by its
license or certificate of authority to do business in this state.