(1) Five or more individuals, none of whom is less than 18 years of age, may incorporate a stock insurer; 10 or more individuals, none of whom is less than 18 years of age, may incorporate a mutual insurer. At least a majority of the incorporators shall be citizens of the United States.
(2) The incorporators shall execute articles of incorporation in triplicate. At least three of them shall acknowledge execution before an officer authorized to take acknowledgments.
(3) The articles of incorporation shall state the purpose for which the corporation is formed and shall state and show:
(a) The name of the corporation.
(b) The duration of its existence, which may be perpetual.
(c) The kinds of insurance which the corporation is formed to transact.
(d) If a stock corporation, its authorized capital stock, the number of shares of stock into which divided, and the par value of each such share, which par value shall be at least $1 but not more than $100.
(e) If a mutual corporation, the maximum contingent liability of its members, other than as to nonassessable policies, for payment of losses and expenses incurred; such liability shall be as stated in the articles of incorporation but shall not be less than 3 nor more than 10 times the premium for the member’s policy at the annual premium rate for a term of 1 year.
(f) The number of directors, not less than five, who shall constitute the board of directors and conduct the affairs of the corporation. The term of office of initial directors shall not be for more than 1 year after the date of incorporation.
(g) The name of the county, and the city, town, or place within the county, in which its principal office or principal place of business is to be located in this state.
(h) Such other provisions, not inconsistent with law, deemed appropriate by the incorporators.
(i) The name and residence address of each incorporator and the citizenship of each incorporator who is not a citizen of the United States.
History.—s. 628, ch. 59-205; s. 3, ch. 76-168; s. 58, ch. 77-121; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 637, 665, 809(1st), ch. 82-243; ss. 68, 187, 188, ch. 91-108; s. 4, ch. 91-429.
Structure Florida Statutes
Chapter 628 - Stock and Mutual Insurers; Holding Companies
Part I - Stock and Mutual Insurers: Organization and Corporate Procedures (Ss. 628.011-628.535)
628.021 - “Stock insurer” defined.
628.031 - “Mutual insurer” defined.
628.041 - Applicability of general corporation statutes.
628.051 - Application for permit to form insurer; contents; fee.
628.061 - Investigation of proposed organization.
628.071 - Granting, denial of permit.
628.081 - Incorporation of domestic insurer.
628.091 - Filing, approval of articles of incorporation.
628.101 - Amendment of certificate of incorporation; stock insurer.
628.111 - Amendment of articles of incorporation; mutual insurer.
628.121 - Capital stock; amount; payment.
628.131 - Limitation on organization and stock sales expenses.
628.151 - Insurance business exclusive.
628.161 - Initial qualifications; mutuals.
628.171 - Formation of mutual insurer; bond.
628.221 - Bylaws of mutual insurer.
628.251 - Management and exclusive agency contracts.
628.261 - Notice of change of director or officer.
628.271 - Office and records; penalty for unlawful removal of records.
628.281 - Exceptions to requirement that office, records, and assets be maintained in this state.
628.291 - Unauthorized transactions in other states.
628.301 - Membership in mutual insurer.
628.341 - Nonassessable policies; mutual insurers.
628.351 - Nonassessable policies; revocation of authority of mutual insurer.
628.361 - Participating policies.
628.371 - Dividends to stockholders.
628.381 - Dividends to mutual policyholders.
628.391 - Illegal dividends; penalty.
628.411 - Impairment of capital or assets.
628.421 - Assessment of stockholders or members.
628.431 - Mutualization of stock insurers.
628.441 - Converting mutual insurer.
628.451 - Merger or share exchange of stock insurers and other entities.
628.461 - Acquisition of controlling stock.
628.471 - Mergers; mutual insurers.
628.481 - Bulk reinsurance; stock insurers.
628.491 - Mergers and consolidations; mutual insurers; agreement of bulk reinsurance.
628.501 - Mutual member’s share of assets on liquidation.
628.511 - Ownership or transfer of securities without physical delivery of certificates.
628.520 - Change of domicile of a foreign insurer.
628.525 - Change of domicile of a domestic insurer.