2021 Oregon Revised Statutes
Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally
Section 732.600 - Definitions for ORS 732.600 to 732.630.


(1) "Conversion" means a process by which a domestic mutual insurer is converted to a domestic stock insurer in accordance with ORS 732.600 to 732.630.
(2) "Converted stock insurer" means a domestic stock insurer into which a domestic mutual insurer is converted in accordance with ORS 732.600 to 732.630.
(3) "Converting mutual insurer" means a domestic mutual insurer that is converted to a domestic stock insurer in accordance with ORS 732.600 to 732.630.
(4) "Effective date" means, with respect to a plan, the date or dates on which the plan or a part of the plan becomes effective as set forth in an order of the Director of the Department of Consumer and Business Services.
(5) "Intermediate stock holding company" means a corporation that owns, either directly or through a wholly owned subsidiary, all of the outstanding shares of capital stock of a converted stock insurer and:
(a) A majority of the outstanding shares of voting capital stock of which a mutual holding company owns; and
(b) A majority in total value of the outstanding shares of capital stock of which a mutual holding company owns.
(6) "Issuer" means a corporation the director approves and any of the following:
(a) With respect to a conversion in which there is no reorganization, a converted stock insurer.
(b) With respect to a reorganization that involves the organization of a stock holding company, the stock holding company.
(c) With respect to a restructuring, a restructured stock holding company.
(7) "Member" means:
(a) With respect to a domestic mutual insurer, any owner, as defined in ORS 732.465 (3), of one or more policies of insurance, other than a policy of reinsurance, issued by the mutual insurer.
(b) With respect to a mutual holding company, any owner, as defined in ORS 732.465 (3), of one or more policies of insurance, other than a policy of reinsurance, issued by the stock insurer resulting from a reorganization involving the organization of a mutual holding company and, if set forth in an order of the director, any owner of one or more policies of insurance, other than a policy of reinsurance, issued by any other insurer that is a direct or indirect subsidiary of the mutual holding company.
(8) "Membership interest" means:
(a) With respect to a domestic mutual insurer, any right that a member of the mutual insurer may hold by virtue of membership in the mutual insurer.
(b) With respect to a mutual holding company, any right that a member of the mutual holding company may hold by virtue of membership in the mutual holding company.
(9) "Mutual holding company" means a corporation organized under the laws of this state in accordance with ORS 732.620.
(10) "Plan" means a plan of conversion, reorganization or restructuring.
(11) "Reorganization" means a process by which a domestic mutual insurer is converted to a domestic stock insurer and either a stock holding company or a mutual holding company is organized in accordance with ORS 732.600 to 732.630.
(12) "Restructured stock holding company" means a stock holding company that results from restructuring a mutual holding company.
(13) "Restructuring" means a process by which a mutual holding company is restructured into a stock holding company in accordance with ORS 732.622 and 732.624.
(14) "Restructuring mutual holding company" means a mutual holding company that is restructured to a stock holding company.
(15) "Stock holding company" means a corporation that:
(a) Owns, either directly or through one or more subsidiaries, all or part of the outstanding shares of capital stock of a converted stock insurer;
(b) Is organized either as a result of a reorganization or as a result of a restructuring; and
(c) Immediately after the effective date of the reorganization or restructuring, is not controlled by any other person, unless the person’s control is set forth in the plan and approved by the director. As used in this paragraph, "control" has the meaning given that term in ORS 732.548.
(16)(a) "Voting capital stock" means capital stock the holder of which has the right to vote in the election of directors.
(b) "Voting capital stock" does not include capital stock as to which the right to vote in the election of directors is conditional upon the occurrence or nonoccurrence of a specified event. [1997 c.771 §2; 2013 c.370 §32]

Structure 2021 Oregon Revised Statutes

2021 Oregon Revised Statutes

Volume : 18 - Financial Institutions, Insurance

Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally

Section 732.005 - Application of private corporation law; definitions.

Section 732.025 - Application for permit to organize stock insurer; rules.

Section 732.035 - Application for permit to organize insurer without capital stock.

Section 732.055 - Approval or disapproval of application for permit.

Section 732.095 - Articles of incorporation.

Section 732.105 - Filing articles of incorporation and surety bond, letter of credit or deposit.

Section 732.115 - Approval of articles, documents and bond, letter of credit or deposit; certificate of incorporation.

Section 732.145 - Stipulations required in subscriptions and applications; disposition of subscribed funds.

Section 732.155 - Organization to be completed within two years; policies to be issued within one year of certification.

Section 732.205 - General powers of insurers.

Section 732.220 - Exclusive agency contracts.

Section 732.225 - Impairment of required capitalization prohibited; rules.

Section 732.230 - Order to cure impairment; confidentiality of order.

Section 732.235 - Voluntary dissolution of insurer.

Section 732.240 - Trusts of life insurance proceeds.

Section 732.245 - Home office; records, assets; unlawful removal; rules.

Section 732.250 - Continuity of management in event of national emergency.

Section 732.320 - Supporting documents for expenditures.

Section 732.325 - Certain transactions and compensation between insurers and directors, trustees, officers, agents or employees prohibited; other prohibited conduct.

Section 732.415 - Stock insurer’s proxies; regulation by director; rules.

Section 732.420 - "Equity security" defined; rules.

Section 732.425 - Application of insider trading regulation.

Section 732.435 - Suit to recover insider profits; exempted transactions; rules.

Section 732.440 - Prohibited sales of securities.

Section 732.445 - Establishing or maintaining primary or secondary market in securities; rules.

Section 732.465 - Members of domestic mutual insurers.

Section 732.470 - Voting rights of members of mutual insurer.

Section 732.475 - Members’ meetings and procedures of domestic mutual and reciprocal insurers.

Section 732.480 - Copy of bylaws of domestic mutual insurer to be provided to director; provisions of bylaws.

Section 732.518 - Definitions for ORS 732.517 to 732.546.

Section 732.521 - Activities that are prohibited unless specified procedures followed; exceptions; notice of divestiture.

Section 732.523 - Procedure for acquiring controlling interest of capital stock; filing of statement; contents; request for hearing.

Section 732.526 - Hearing on proposed activity; notice.

Section 732.527 - Approval of acquisition by chief insurance regulatory officials of two or more jurisdictions; hearing.

Section 732.528 - Approval of proposed activity; grounds for refusing approval.

Section 732.529 - Procedures following approval by director of proposed activity.

Section 732.531 - Acquisition of assets or insurance of mutual or reciprocal insurers.

Section 732.536 - Compliance with foreign or alien laws.

Section 732.537 - Application of ORS 732.527, 732.539, 732.542 and 732.544 to change of control of insurer; exemptions.

Section 732.538 - Effect of merger or consolidation.

Section 732.539 - Notification of acquisition; confidentiality; order; rules; required information; waiting period.

Section 732.542 - Monopoly or substantial diminishment of competition; director’s order; prima facie and substantial evidence; determination of scope and extent of market.

Section 732.544 - Director’s order; effect; requirements for issuing; penalties.

Section 732.547 - Remedies for violation of ORS 732.517 to 732.546.

Section 732.548 - Definitions for ORS 732.517 to 732.596.

Section 732.549 - Subsidiaries.

Section 732.551 - Registration of insurer members of holding company systems.

Section 732.552 - Registration statement; form; contents.

Section 732.566 - Exemption from ORS 732.517 to 732.596 by director.

Section 732.568 - Disclaimer of affiliation; contents; subsequent duty to register; disallowance of disclaimers by director.

Section 732.571 - Supervisory college for domestic insurer; purpose; director’s powers; payment of expenses.

Section 732.574 - Standards for transactions within holding company; notice.

Section 732.576 - Dividends and distributions.

Section 732.578 - Liability of officers and directors of insurer that is subject to registration; allowance for common management; qualifications of directors; exemptions; waiver.

Section 732.584 - Examinations; penalty; costs.

Section 732.586 - Confidentiality of information; permitted disclosures.

Section 732.588 - Supervision, rehabilitation or liquidation.

Section 732.592 - Recovery from parent corporation or holding company if domestic insurer ordered into liquidation or rehabilitation.

Section 732.594 - Director’s determination or acknowledgment of appropriate group-wide supervisor for internationally active insurance group; requirement for insurer to produce needed information; director’s powers; cooperation with other regulatory...

Section 732.600 - Definitions for ORS 732.600 to 732.630.

Section 732.602 - Intent of ORS 732.600 to 732.630.

Section 732.604 - Permissible actions of domestic mutual insurer; rules.

Section 732.606 - Plan for conversion or reorganization; documents filed; approval by director and members.

Section 732.608 - Waiver of requirements of ORS 732.606.

Section 732.610 - Contents of plan.

Section 732.611 - Eligible member of domestic mutual insurer or mutual holding company; record date.

Section 732.612 - Consideration for membership interest in converting or reorganizing mutual insurer; kinds of consideration; allocation of consideration.

Section 732.614 - Effect of conversion.

Section 732.616 - Reorganization involving organization of stock holding company; subsidiaries.

Section 732.618 - Reorganization involving organization of mutual holding company; subsidiaries.

Section 732.620 - Status of mutual holding company as corporation; status as insurer; rights and obligations of members; voting; articles of incorporation.

Section 732.622 - Restructuring of mutual holding company.

Section 732.624 - Approval by Director of Department of Consumer and Business Services of mutual holding company restructuring plan; approval by members; effect of restructuring.

Section 732.626 - Plan review and approval; general provisions.

Section 732.628 - Limitations on ownership of shares in companies resulting from conversion, reorganization or restructuring.

Section 732.630 - Dissenters’ rights; action challenging validity of conversion, reorganization or restructuring.

Section 732.650 - Definitions.

Section 732.653 - Scope; requirements and guidance.

Section 732.656 - Risk management framework.

Section 732.659 - Own risk and solvency assessment in accordance with manual.

Section 732.662 - Own risk and solvency summary report; attestation.

Section 732.666 - Exemptions; director’s requirements.

Section 732.669 - Documentation and supporting information; director’s review.

Section 732.672 - Confidentiality; permissible disclosures; agreement with National Association of Insurance Commissioners.

Section 732.680 - Submission of corporate governance annual disclosure; determination of lead state; signature and attestation; level of disclosure permitted; review; rules.

Section 732.683 - Discretion as to form and content of responses to inquiries in corporate governance annual disclosure; documentation and supporting information.

Section 732.686 - Maintenance of confidentiality and privilege; permitted disclosures; waivers.

Section 732.689 - Retention of consultant to assist director’s review of corporate governance annual disclosure; consultant’s qualifications and duties; agreement with consultant.

Section 732.810 - Definitions for ORS 732.810 to 732.814.

Section 732.811 - Application of ORS 732.810 to 732.814.

Section 732.812 - Filing of financial statements; contract requirements; audit; reports to director.

Section 732.813 - Notice to prospective insured.

Section 732.814 - Authority of director over controlling producer and controlled insurer.

Section 732.820 - Interstate Insurance Product Regulation Compact.

Section 732.825 - State member of Interstate Insurance Product Regulation Commission.