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23-69-304. Formation of mutual insurance holding company.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-304. Formation of mutual insurance holding company.
(a) A domestic mutual insurer, upon approval of the Insurance Commissioner, may reorganize by:
(1) Forming a mutual insurance holding company;
(2) Merging its policyholders' membership interests into the mutual insurance holding company; and
(3) Continuing the mutual insurer's corporate existence as a stock insurer subsidiary of the mutual insurance holding company.
(b) A domestic mutual insurer, upon the approval of the commissioner, may reorganize by merging its policyholders' membership interests into an existing mutual insurance holding company formed under subdivision (a)(1) of this section and by continuing the mutual insurer's corporate existence as a stock insurer subsidiary of the mutual insurance holding company.
(c) All of the initial shares of the capital stock of a reorganized stock insurer which has reorganized as described in subdivision (a)(1) or subdivision (a)(2) of this section shall be issued to the mutual insurance holding company or to a single intermediate stock holding company.
(d)(1) Policyholders of a domestic mutual insurer which has reorganized as described in subdivision (a)(1) or subdivision (a)(2) of this section shall be members of the mutual insurance holding company, and their voting rights shall be determined in accordance with the articles of incorporation and bylaws of the mutual insurance holding company.
(2) The mutual insurance holding company shall provide its members with the same membership rights as were provided to policyholders of the mutual insurer immediately prior to reorganization.
(3) The reorganization shall not reduce, limit, or affect the number or identity of the policyholders who may become members of the mutual insurance holding company or
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-304
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:23-69-304
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 3cad7bb760d9ae640287f0791fb865ee576f36f1df4fccfc802156f62eeec800
Source location: content.xml paragraph 41171
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23-69-304. Formation of mutual insurance holding company.
(a) A domestic mutual insurer, upon approval of the Insurance Commissioner, may reorganize by:
(1) Forming a mutual insurance holding company;
(2) Merging its policyholders' membership interests into the mutual insurance holding company; and
(3) Continuing the mutual insurer's corporate existence as a stock insurer subsidiary of the mutual insurance holding company.
(b) A domestic mutual insurer, upon the approval of the commissioner, may reorganize by merging its policyholders' membership interests into an existing mutual insurance holding company formed under subdivision (a)(1) of this section and by continuing the mutual insurer's corporate existence as a stock insurer subsidiary of the mutual insurance holding company.
(c) All of the initial shares of the capital stock of a reorganized stock insurer which has reorganized as described in subdivision (a)(1) or subdivision (a)(2) of this section shall be issued to the mutual insurance holding company or to a single intermediate stock holding company.
(d)(1) Policyholders of a domestic mutual insurer which has reorganized as described in subdivision (a)(1) or subdivision (a)(2) of this section shall be members of the mutual insurance holding company, and their voting rights shall be determined in accordance with the articles of incorporation and bylaws of the mutual insurance holding company.
(2) The mutual insurance holding company shall provide its members with the same membership rights as were provided to policyholders of the mutual insurer immediately prior to reorganization.
(3) The reorganization shall not reduce, limit, or affect the number or identity of the policyholders who may become members of the mutual insurance holding company or secure for individuals composing management any unfair advantage through or connected with the reorganization.
(e)(1) A mutual insurance holding company or an intermediate stock holding company formed under this subchapter shall not be authorized to transact the business of insurance.
(2) A mutual insurance holding company formed under this subchapter shall not issue stock.
(3) The commissioner shall have jurisdiction over a mutual insurance holding company and an intermediate stock holding company to ensure that policyholder's interests are protected.
(4) A mutual insurance holding company and an intermediate stock holding company shall be treated as domestic insurers subject to the conversion provisions of § 23-69-141 and § 23-68-101 et seq. regarding the rehabilitation and liquidation of insurance companies.
(5) The aggregate pledges and encumbrances of a mutual insurance holding company's assets shall not affect more than forty-nine percent (49%) of the mutual insurance holding company's stock in an intermediate stock holding company or a reorganized stock insurer.
(6) At least fifty percent (50%) of the net worth of a mutual insurance holding company, as determined by generally accepted accounting practices, shall be invested in insurers.
(7)(A) If any proceeding under § 23-68-101 et seq. regarding the rehabilitation and liquidation of insurance companies is brought against a reorganized stock insurer, the mutual insurance holding company and intermediate stock holding company shall become parties to the proceedings.
(B) All of the assets of the mutual insurance holding company and intermediate stock holding company are deemed assets of the estate of the reorganized stock insurer to the extent necessary to satisfy claims against the reorganized stock insurer.
(8) No distribution to members of a mutual insurance holding company may occur without prior written approval of the commissioner and only upon the commissioner's satisfaction that such a distribution is fair and equitable to policyholders as members of the mutual insurance holding company.
(9) No solicitation for the sale of the stock of an intermediate stock holding company or a reorganized stock insurer may be made without the commissioner's prior written approval.
(10) A mutual insurance holding company or an intermediate stock holding company shall not voluntarily dissolve without the approval of the commissioner.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-68-101. Uniform Insurers Liquidation Act.
(1) Section 23-68-102(2)-(13), together with §§ 23-68-101, 23-68-104, 23-68-105, 23-68-113, and 23-68-115 — 23-68-120, constitute and may be referred to as the “Uniform Insurers Liquidation Act”.
(2) The Uniform Insurers Liquidation Act shall be so interpreted and construed as to effectuate its general purpose to make uniform the law of those states that enact it. To the extent that its provisions when applicable conflict with other provisions of this chapter, the provisions of such act shall control.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-68-101
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-68-101. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-141. Converting mutual insurer to stock insurer.
(a) A mutual insurer may become a stock insurer under such plan and procedure as may be approved by the Insurance Commissioner after a hearing thereon.
(b) The commissioner shall not approve any plan or procedure unless:
(1) It is equitable to the insurer's members;
(2) It is subject to approval by vote of not less than three-fourths (¾) of the insurer's current members voting thereon in person, by proxy, or by mail at a meeting of members called for the purpose pursuant to such reasonable notice and procedure as may be approved by the commissioner. If a life insurer, the right to vote may be limited to members who hold policies other than term or group policies, and whose policies have been in force for not less than one (1) year;
(3) The equity of each policyholder in the insurer is determinable under a fair formula approved by the commissioner. The equity shall be based upon not less than the insurer's entire surplus, after deducting contributed or borrowed surplus funds, plus a reasonable present equity in its reserves and in all nonadmitted assets;
(4) The policyholders entitled to participate in the purchase of stock or distribution of assets shall include all current policyholders and all existing persons who had been policyholders of the insurer within three (3) years prior to the date the plan was submitted to the commissioner;
(5) The plan gives each policyholder or former policyholder of the insurer entitled to participate in the purchase of stock or distribution of assets under subdivision (b)(4) of this section:
(A) A preemptive right to acquire within a designated reasonable period his or her proportionate part of all of the proposed capital stock of:
(i) The insurer; or
(ii) A hold
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-141
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-69-141. This identifies an authority to review, not proof of applicability.