Effective - 28 Aug 2009
379.1339. Conversion to reciprocal insurer, when, procedure. — 1. An association captive insurance company or industrial insured captive insurance company formed as a stock or mutual corporation may be converted to or merged with and into a reciprocal insurer in accordance with a plan therefor and the provisions of this section.
2. Any plan for such conversion or merger shall provide a fair and equitable plan for purchasing, retiring, or otherwise extinguishing the interests of the stockholders and policyholders of a stock insurer, and the members and policyholders of a mutual insurer, including a fair and equitable provision for the rights and remedies of dissenting stockholders, members, or policyholders.
3. In the case of a conversion authorized under subsection 1 of this section:
(1) Such conversion shall be accomplished under such reasonable plan and procedure as may be approved by the director; provided, however, that the director shall not approve any such plan of conversion unless such plan:
(a) Satisfies the provisions of subsection 2 of this section;
(b) Provides for a hearing, of which notice is given or to be given to the captive insurance company, its directors, officers, and policyholders, and in the case of a stock insurer, its stockholders, and in the case of a mutual insurer, its members, all of which persons shall be entitled to attend and appear at such hearing; provided, however, that if notice of a hearing is given and no director, officer, policyholder, member, or stockholder requests a hearing, the director may cancel such hearing;
(c) Provides a fair and equitable plan for the conversion of stockholder, member, or policyholder interests into subscriber interests in the resulting reciprocal insurer substantially proportionate to the corresponding interests in the stock or mutual insurer; provided, however, that this requirement shall not preclude the resulting reciprocal insurer from applying underwriting criteria that could affect ongoing ownership interests; and
(d) Is approved:
a. In the case of a stock insurer, by a majority of the shares entitled to vote represented in person or by proxy at a duly called regular or special meeting at which a quorum is present; and
b. In the case of a mutual insurer, by a majority of the voting interests of policyholders represented in person or by proxy at a duly called regular or special meeting thereof at which a quorum is present;
(2) The director shall approve such plan of conversion if the director finds that the conversion will promote the general good of the state in conformity with those standards set forth in subdivision (1) of subsection 4 of section 379.1310;
(3) If the director approves the plan, the director shall amend the converting insurer's certificate of authority to reflect conversion to a reciprocal insurer and issue such amended certificate of authority to the company's attorney-in-fact;
(4) Upon the issuance of an amended certificate of authority of a reciprocal insurer by the director, the conversion shall be effective; and
(5) Upon the effectiveness of such conversion the corporate existence of the converting insurer shall cease and the resulting reciprocal insurer shall notify the secretary of state of such conversion.
4. A merger authorized under subsection 1 of this section shall be accomplished substantially in accordance with such procedures and plan of merger adopted by the board of directors of the captive insurance company and as authorized by the director; except that, solely for purposes of such merger:
(1) The plan of merger shall satisfy the provisions of subsection 2 of this section;
(2) The subscribers' advisory committee of a reciprocal insurer shall be equivalent to the board of directors of a stock or mutual insurance company;
(3) The subscribers of a reciprocal insurer shall be the equivalent of the policyholders of a mutual insurance company;
(4) If a subscribers' advisory committee does not have a president or secretary, the officers of such committee having substantially equivalent duties shall be deemed the president or secretary of such committee;
(5) The director shall approve the articles of merger if the director finds that the merger will promote the general good of the state in conformity with those standards set forth in subdivision (1) of subsection 4 of section 379.1310. If the director approves the articles of merger, the director shall endorse the director's approval thereon and the surviving insurer shall present the same to the secretary of state at the secretary of state's office;
(6) Notwithstanding section 379.1306, the director may permit the formation, without surplus, of a captive insurance company organized as a reciprocal insurer into which an existing captive insurance company may be merged for the purpose of facilitating a transaction under this section; provided, however, that there shall be no more than one authorized insurance company surviving such merger; and
(7) An alien insurer may be a party to a merger authorized under subsection 1 of this section; provided that such alien insurer shall be treated as a foreign insurer and such other jurisdictions shall be the equivalent of a state.
5. To the extent such effects are not inconsistent with the provisions of sections 379.1300 to 379.1350, a conversion or merger under this section shall have all of the following effects:
(1) The several insurers which are parties to the agreement of merger or consolidation shall be a single insurer which such single insurer shall have all of the rights, privileges, immunities, and powers and shall be subject to all of the duties and liabilities of an insurer organized under sections 379.1300 to 379.1350;
(2) Such single insurer shall thereupon and thereafter possess all the rights, privileges, immunities, powers, and franchises of a public as well as of a private nature of each of the insurers so merged or consolidated; and all property, real, personal, and mixed, and all debts due on whatever account, including subscriptions to shares of capital stock, and all other choices in action and all and every other interest of or belonging to or due to each of the insurers so merged or consolidated shall be taken and deemed to be transferred to and vested in such single insurer without further act or deed; and the title to any real estate, or any interest therein, under the laws of this state vested in any of such insurers shall not revert or be in any way impaired by reason of such merger or consolidation; and
(3) Such single insurer shall thenceforth be responsible and liable for all the liabilities and obligations of each of the insurers so merged or consolidated in the same manner and to the same extent as if such single insurer had itself incurred the same or contracted therefor; and any claim existing or action or proceeding pending by or against any of such insurers may be prosecuted to judgment as if such merger or consolidation had not taken place. Neither the rights of creditors nor any liens upon the property of any such insurers shall be impaired by such merger or consolidation, but such liens shall be limited to the property upon which they were liens immediately prior to the time of such merger or consolidation, unless otherwise provided in the agreement of merger or consolidation.
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(L. 2009 H.B. 577)
Structure Missouri Revised Statutes
Title XXIV - Business and Financial Institutions
Chapter 379 - Insurance Other Than Life
Section 379.005 - Definitions.
Section 379.125 - Reinsurance.
Section 379.155 - Coinsurance provisions declared void — exception.
Section 379.160 - Form of policy to be filed — coinsurance clause.
Section 379.165 - Construction of warranties of fact made in application.
Section 379.170 - Construction of warranties of fact incorporated in policy.
Section 379.175 - Evasion of sections prohibited.
Section 379.180 - Adjustments and examination of books to be made at place of loss.
Section 379.185 - After notice of loss, company to furnish blanks.
Section 379.190 - Failure to furnish blank forms deemed waiver.
Section 379.195 - Accident insurance liability fixed, when — cancellation prohibited.
Section 379.200 - Judgment creditor may collect insurance, when.
Section 379.204 - Underinsured motor vehicle coverage, construction of policy.
Section 379.025 - Plans for formation of companies — name — prohibitions.
Section 379.030 - Declaration preliminary to organizing.
Section 379.035 - Articles of incorporation for stock companies.
Section 379.050 - Examination and certification of stocks, by whom.
Section 379.055 - Director to give certificate — to be filed — evidence.
Section 379.060 - Charter of mutual companies.
Section 379.065 - Organization of corporation — procedure — fee.
Section 379.070 - Director to examine subscriptions, policyholders' surplus.
Section 379.075 - Authority to commence business, when, how issued.
Section 379.082 - Property and liability companies, assets — requirements, standards.
Section 379.090 - Premium notes, how payable.
Section 379.095 - Assessment of premium notes.
Section 379.098 - Securities to be deposited by all companies, kind and amount.
Section 379.100 - Director to receive deposits.
Section 379.102 - Unearned premium and loss reserves, maintained as liabilities.
Section 379.105 - Annual reports — contents.
Section 379.110 - Definitions.
Section 379.112 - Provisions of policy covered.
Section 379.114 - Reasons for cancellation.
Section 379.116 - Refusal to insure or exclusion of named persons, when.
Section 379.120 - Explanation of refusal to write a policy, how given, contents — exemption, when.
Section 379.121 - Definitions.
Section 379.123 - Violation deemed unfair trade practice.
Section 379.205 - Mutual companies other than life and fire insurance.
Section 379.210 - Articles of incorporation shall specify what.
Section 379.215 - Name must contain the word "mutual".
Section 379.230 - Contracts of insurance and reinsurance.
Section 379.235 - License required — conditions to be complied with.
Section 379.240 - Who may hold policies.
Section 379.245 - Voting power of members.
Section 379.255 - Assets, how invested.
Section 379.257 - Deposit of securities required of mutual companies other than life and fire.
Section 379.263 - Mutual companies other than life and fire to file statement of affairs, when.
Section 379.265 - Assessments to meet reserve deficiencies.
Section 379.270 - Director may advance money.
Section 379.275 - Policies need not be countersigned — conditions.
Section 379.290 - Tax to be paid upon premiums.
Section 379.300 - Failure to make return — director to proceed.
Section 379.316 - Scope of act (section 379.017 and sections 379.316 to 379.361).
Section 379.318 - Rates, how made.
Section 379.321 - Rating plans to be filed with director, when — informational filings.
Section 379.326 - Deviation, how filed, effective when — open to public inspection.
Section 379.331 - Joint underwriting regulated — hearings, discontinuance order, when.
Section 379.333 - Insurers may act in concert to make rates.
Section 379.336 - Insurers with common management may act in concert to make rates.
Section 379.338 - Agreement to adhere prohibited, exception.
Section 379.341 - Exchange of information approved.
Section 379.343 - Examinations by director, when, how conducted, cost how paid.
Section 379.346 - Examination, purpose of — hearing — order.
Section 379.348 - Review of rate, rating plan or system, how obtained.
Section 379.356 - Excessive premiums and rebates prohibited.
Section 379.359 - Commissions paid to brokers or agents not affected.
Section 379.361 - Violations, penalties.
Section 379.420 - Citation of law.
Section 379.425 - Law applicable to certain classes of insurance — exceptions.
Section 379.430 - Insurers may act in concert with respect to rates.
Section 379.435 - Rating organization defined.
Section 379.440 - Rating organization must be licensed — who may apply — content of application.
Section 379.445 - Requirements to obtain and retain license.
Section 379.450 - Director to grant or deny license.
Section 379.455 - Advisory organizations.
Section 379.460 - Joint underwriting groups.
Section 379.465 - Exchange of information — agreement to rates.
Section 379.470 - Provisions governing rates.
Section 379.480 - Purpose of examination — hearing — orders.
Section 379.485 - Penalties for failure to comply — powers of director.
Section 379.490 - May use rating plans or systems.
Section 379.495 - Payment of dividends not regulated.
Section 379.500 - Freedom of contract for fees not restricted.
Section 379.510 - Penalty for violation of orders.
Section 379.515 - May reorganize and extend corporate existence.
Section 379.520 - Content of articles of association.
Section 379.525 - Additional requirements for articles of association.
Section 379.530 - Special meeting to be called — notice.
Section 379.540 - Articles to be acknowledged and declaration of proceeding to be made.
Section 379.545 - Duty of director.
Section 379.555 - Examination of company and certificate to do business.
Section 379.565 - Suit in circuit court to determine value.
Section 379.570 - Publication of notice — proceedings.
Section 379.575 - Who may appear — proceedings, how governed.
Section 379.580 - Costs — by whom paid.
Section 379.585 - Company having special charter may accept general insurance laws.
Section 379.590 - Content of articles of association.
Section 379.595 - Additional requirements of articles of association.
Section 379.600 - Special meeting to be called — notice.
Section 379.605 - Proposition to surrender to be voted on.
Section 379.610 - Acknowledgment and declaration to be made.
Section 379.615 - Duty of director.
Section 379.620 - Acceptance by resolution of directors.
Section 379.625 - Certificate to do business.
Section 379.660 - Contracts to be executed through attorney in fact.
Section 379.670 - Application for license, contents — requirements.
Section 379.680 - Service of process on director — method.
Section 379.700 - Reserves required.
Section 379.710 - Surplus required — claim reserve fund — phase-in of requirements.
Section 379.720 - Deficiency how made up — net premium and deposit defined.
Section 379.730 - Annual statement of financial condition required.
Section 379.740 - Corporations generally empowered to become subscribers.
Section 379.770 - Mergers or consolidation of reciprocal exchanges or interinsurers.
Section 379.790 - Penalty for acting without legal authority.
Section 379.800 - Sections 374.030 to 379.790 intended as a continuation of existing law.
Section 379.810 - Program established.
Section 379.815 - Definitions.
Section 379.820 - Inspections and reports.
Section 379.827 - Sinkhole loss policies authorized.
Section 379.830 - Procedure after inspection and submission.
Section 379.835 - Joint reinsurance association.
Section 379.840 - Standard policy coverage and rating procedure.
Section 379.845 - Cancellation or nonrenewal.
Section 379.850 - Right of appeal.
Section 379.855 - Commissions.
Section 379.865 - Annual and special meetings.
Section 379.870 - Duties of the committee.
Section 379.875 - Statistics to be kept, reports.
Section 379.880 - Public education.
Section 379.882 - Definitions for sections 379.882 to 379.886.
Section 379.884 - Policyholder's right to history of policy, when.
Section 379.885 - Proof of mailing notice of cancellation or nonrenewal.
Section 379.890 - Rates, rate plan or rate system filing, when — required actuarial data.
Section 379.901 - Prepaid service plan defined — agent soliciting memberships, disclosures.
Section 379.930 - Small employer health insurance availability act — definitions.
Section 379.946 - Board report, contents, recommendations.
Section 379.948 - Certain law not to apply to basic health benefit plan.
Section 379.950 - Director to promulgate rules, procedure.
Section 379.975 - Insurer to provide information, when.
Section 379.978 - Written disaster plan, insurer to develop, contents.
Section 379.980 - Reorganization of domestic mutual insurance company, authority.
Section 379.1300 - Definitions.
Section 379.1304 - Adoption of a name, deceptive practice.
Section 379.1306 - Capital and surplus requirements.
Section 379.1308 - Approval for payment of dividends required.
Section 379.1310 - Incorporation as a stock insurer permitted, when.
Section 379.1312 - Reports required.
Section 379.1314 - Inspections, when.
Section 379.1316 - Suspension or revocation of licensure, when.
Section 379.1318 - Investment requirements, compliance with.
Section 379.1320 - Reinsurance may be provided, when.
Section 379.1322 - Rating organizations, company not required to join.
Section 379.1324 - Prohibitions on joining or contributing to certain entities and funds.
Section 379.1326 - Premium tax imposed, amount, procedure.
Section 379.1328 - Rulemaking authority.
Section 379.1330 - Inapplicability of insurance laws to captive insurance companies.
Section 379.1332 - Promotion of captive insurance, moneys from dedicated insurance fund to be used.
Section 379.1338 - Standards for risk management of controlled unaffiliated business.
Section 379.1339 - Conversion to reciprocal insurer, when, procedure.
Section 379.1340 - Branch captive may be established, when.
Section 379.1342 - Trust fund required for branch captive insurance company.
Section 379.1344 - Certificate for branch captive insurance companies.
Section 379.1348 - Examination of branch captive insurance companies, limitations.
Section 379.1350 - Applicability of tax to branch companies.
Section 379.1353 - Definitions.
Section 379.1356 - Inapplicability of insurance laws.
Section 379.1361 - Plan of operation to be filed, contents.
Section 379.1364 - License fee, amount.
Section 379.1367 - Approval of application, findings by director.
Section 379.1370 - Corporate status of company.
Section 379.1373 - Limitation on activities and name — number of incorporators required.
Section 379.1376 - Contract requirements.
Section 379.1379 - Swap agreements permitted.
Section 379.1382 - Issuance of securities — approved activities by director.
Section 379.1385 - Management of assets.
Section 379.1388 - Recognition of admitted assets — value of assets.
Section 379.1391 - Prohibited acts.
Section 379.1394 - Dividend-payments, limitations.
Section 379.1397 - Changes in plan of operation, directors approval required.
Section 379.1400 - Affiliated agreements to be filed with director.
Section 379.1403 - Audited financial report required, requirements.
Section 379.1406 - Examination required, when, procedure.
Section 379.1409 - Record-keeping requirements.
Section 379.1412 - Premium tax required, amount, procedure.
Section 379.1415 - Confidentiality of records, exceptions.
Section 379.1418 - Grounds for liquidation — granting of relief, management of assets.
Section 379.1421 - Rulemaking authority.
Section 379.1500 - Definitions.
Section 379.1505 - Vendor license required — application, fee — termination date.
Section 379.1515 - Insurance producers act, applicability of.
Section 379.1520 - Sanctioning of license, when — penalties, when.
Section 379.1525 - Vendor investigation and examination requirements.
Section 379.1530 - Premiums, received by insurer, when — proof of purchase, insurer may require.
Section 379.1535 - Violations, director's authority.
Section 379.1540 - Supervising business entity, sanctioning of license, when.
Section 379.1545 - Insurers, permissible acts.
Section 379.1550 - Rulemaking authority — effective date.
Section 379.1700 - Definitions.
Section 379.1704 - Disclosure of insurance coverage, how made.
Section 379.1706 - Disclosure statement — display.
Section 379.1708 - Exclusions and limitations on coverage.
Section 379.1803 - Master policy issuance, certificates — content of master policy.