Florida Statutes
Part I - Stock and Mutual Insurers: Organization and Corporate Procedures (Ss. 628.011-628.535)
628.471 - Mergers; mutual insurers.


(1) A domestic mutual insurer shall not merge with a stock insurer.
(2) A domestic mutual insurer may merge with another mutual insurer under the applicable procedures prescribed by the statutes of this state applying to corporations formed for profit, except as hereinbelow provided.
(3) The plan and agreement for merger shall be submitted to and approved by at least two-thirds of the members of each mutual insurer voting thereon at meetings called for the purpose pursuant to such reasonable notice and procedure as has been approved by the office. 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 1 year.
(4) No such merger shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the office and approved by it. The office shall give such approval unless it finds such plan or agreement:
(a) Is inequitable to the policyholders of any domestic insurer involved; or
(b) Would substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this state and elsewhere.

History.—s. 667, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 21, ch. 78-95; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 74, 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1285, ch. 2003-261.

Structure Florida Statutes

Florida Statutes

Title XXXVII - Insurance

Chapter 628 - Stock and Mutual Insurers; Holding Companies

Part I - Stock and Mutual Insurers: Organization and Corporate Procedures (Ss. 628.011-628.535)

628.011 - Scope of part.

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.

628.152 - Domestic stock insurers; proxies, consents, and authorizations with respect to any voting security.

628.161 - Initial qualifications; mutuals.

628.171 - Formation of mutual insurer; bond.

628.221 - Bylaws of mutual insurer.

628.231 - Directors.

628.251 - Management and exclusive agency contracts.

628.255 - Person with effective control cannot receive commission unless contract approved; penalties.

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.

628.401 - Borrowed surplus.

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.

628.4615 - Specialty insurers; acquisition of controlling stock, ownership interest, assets, or control; merger or consolidation.

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.

628.530 - Effects of redomestication.

628.535 - Authority to adopt rules.