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23-72-119. Merger or bulk reinsurance or conversion.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-72-119. Merger or bulk reinsurance or conversion.
(a)(1) Any mutual assessment domestic insurer may merge or reinsure its outstanding policies in bulk with any domestic stipulated premium insurer operating under § 23-71-101 et seq. and, upon filing with the Insurance Commissioner, an agreement setting out the conditions of the proposed merger or bulk reinsurance, and certifying that the agreement has been approved by the boards of directors of the respective merging insurers, together with a financial statement of each such insurer.
(2) The merger shall be subject to the commissioner's approval, in accordance with the same standards as are stated in § 23-69-143.
(3) Upon approval, the membership or policyholders of the merged insurers are bound in all respects by the merger agreement as approved by the commissioner.
(b) The domestic insurer may consolidate, merge, or bulk reinsure with any solvent legal reserve life insurer by proper resolution of its board of directors and pursuant to the commissioner's approval and applicable procedure provided by §§ 23-69-143 — 23-69-145, except that approval of the plans or agreement of merger or bulk reinsurance by members of any insurer involved may be dispensed with if the plan or agreement is otherwise approved by the commissioner.
(c) A domestic insurer may convert into a legal reserve stock insurer under the procedures and conditions provided by § 23-69-141, but the insurer shall be subject to minimum capital stock and maximum risk requirement as provided in § 23-71-116 for stipulated premium plan insurers and to subdivisions (d)(3) and (4) and subdivision (d)(6) of this section.
(d) A domestic insurer may convert to a legal reserve mutual insurer under a plan filed with and approved by the commissioner as being
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-72-119
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:23-72-119
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 4b051d2fedead0ac9dade1682135ee5afba64b8277f0e469ca0ef57b41de69ff
Source location: content.xml paragraph 42176
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23-72-119. Merger or bulk reinsurance or conversion.
(a)(1) Any mutual assessment domestic insurer may merge or reinsure its outstanding policies in bulk with any domestic stipulated premium insurer operating under § 23-71-101 et seq. and, upon filing with the Insurance Commissioner, an agreement setting out the conditions of the proposed merger or bulk reinsurance, and certifying that the agreement has been approved by the boards of directors of the respective merging insurers, together with a financial statement of each such insurer.
(2) The merger shall be subject to the commissioner's approval, in accordance with the same standards as are stated in § 23-69-143.
(3) Upon approval, the membership or policyholders of the merged insurers are bound in all respects by the merger agreement as approved by the commissioner.
(b) The domestic insurer may consolidate, merge, or bulk reinsure with any solvent legal reserve life insurer by proper resolution of its board of directors and pursuant to the commissioner's approval and applicable procedure provided by §§ 23-69-143 — 23-69-145, except that approval of the plans or agreement of merger or bulk reinsurance by members of any insurer involved may be dispensed with if the plan or agreement is otherwise approved by the commissioner.
(c) A domestic insurer may convert into a legal reserve stock insurer under the procedures and conditions provided by § 23-69-141, but the insurer shall be subject to minimum capital stock and maximum risk requirement as provided in § 23-71-116 for stipulated premium plan insurers and to subdivisions (d)(3) and (4) and subdivision (d)(6) of this section.
(d) A domestic insurer may convert to a legal reserve mutual insurer under a plan filed with and approved by the commissioner as being reasonable, appropriate, and not injurious to the protection or interests of present or future policyholders of the insurer, subject to the following conditions:
(1) The insurer's articles of incorporation shall be amended to provide for transaction of business on the mutual legal reserve basis;
(2) When first so converted, the insurer shall have surplus funds of not less than fifty thousand dollars ($50,000). At the end of the fifth calendar year next succeeding the calendar year in which the insurer was so converted, its surplus shall be not less than seventy-five thousand dollars ($75,000). At the end of the tenth and subsequent calendar years, its surplus shall be not less than one hundred thousand dollars ($100,000);
(3) The insurer shall write no new business on the assessment plan or reinstate any such business theretofore lapsed following the date of conversion;
(4) Assessment plan business in force on the date of conversion may continue in force on the same plan. However, the insurer shall maintain separate accounts of its assessment plan business and its legal reserve business;
(5) The maximum single risk retained by the insurer after conversion shall not exceed five percent (5%) of the insurer's surplus, until the surplus totals to one hundred thousand dollars ($100,000) or more; and
(6) After conversion the insurer shall otherwise have the same powers and obligations as like legal reserve insurers under the Arkansas Insurance Code.
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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.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-143. Mergers and consolidations — Mutual insurers.
(a) A domestic mutual insurer may merge or consolidate with another mutual or stock insurer under the applicable procedures prescribed by § 23-69-144, except as provided in this section.
(b) The plan and agreement for merger or consolidation shall be submitted to and approved by at least two-thirds (2/3) of the members of each mutual insurer involved voting thereon at meetings called for the purpose pursuant to such reasonable notice and procedure as has been approved by the Insurance Commissioner. If a life insurer, the right to vote may be limited to members whose policies are other than term and group policies and have been in effect for more than one (1) year.
(c) No merger or consolidation shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the commissioner and approved by him or her in writing after a hearing thereon. The commissioner shall give approval within a reasonable time after the filing unless he or she finds such a plan or agreement:
(1) Is inequitable to the policyholders of any domestic insurer involved; or
(2) Would substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this state and elsewhere.
(d) If it is proposed to merge or consolidate a mutual insurer into or with a stock insurer, the provisions of § 23-69-141, referring to converting a mutual insurer, shall apply as to the rights and equities of the members of the mutual insurer to the fullest extent deemed by the commissioner to be feasible and reasonable.
(e) If the commissioner does not approve the plan or agreement, he or she shall so notify the insurers in writing specifying his or her reasons therefor.
(f) Section 23-
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-143
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 23-69-143. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-145. Effect of merger or consolidation.
(a) When the agreement of merger or consolidation as filed with the Insurance Commissioner as required under § 23-69-144 becomes effective, the separate existence of the constituent corporations shall cease, and they shall become a single corporation in accordance with the agreement, possessing all rights, privileges, powers, franchises, and immunities of a public as well as of a private nature and being subject to all the liabilities and duties of each of the corporations so merged or consolidated, and all, and singular, the rights, privileges, powers, franchises, and immunities of each of the corporations and all property, real, personal, and mixed, and all debts owing on whatever account and all other things in action of or belonging to each of the corporations shall be vested in the surviving or consolidated corporation. All property, rights, privileges, powers, franchises, and immunities and all and every other interest shall be thereafter the property of the surviving or consolidated corporation as effectually as they were of the several and respective constituent corporations.
(b) However, all rights of creditors and all liens upon the property of any of the constituent corporations shall be preserved unimpaired, limited in lien to the property affected by the lien at the time of the merger or consolidation. All debts, liabilities, and duties of the respective constituent corporations shall thenceforth attach to the surviving or consolidated corporation and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-145
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 23-69-145. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-71-101. Definition.
As used in the Arkansas Insurance Code, unless the context otherwise requires, a “stipulated premium plan insurer” is one issuing policies or certificates promising money or other benefits to a member or policyholder upon his or her disability or, upon his or her decease, to his or her legal representatives or beneficiaries designated by him or her, which money or benefit is derived from stipulated premiums collected in advance from those members or policyholders and from interest and other accumulations, and which insurer was not required, prior to January 1, 1960, to set aside a fixed policy reserve such as is required of legal reserve insurers.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-71-101
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 23-71-101. This identifies an authority to review, not proof of applicability.