Effective: July 21, 2022
Latest Legislation: Senate Bill 256 - 134th General Assembly
(A) No insurer subject to registration under section 3901.33 of the Revised Code shall enter into any of the following transactions with any person in its insurance holding company system, including amendments or modifications of affiliate agreements previously filed under this section that are subject to the materiality standards contained in divisions (A)(1) to (5) of this section, until thirty days after the superintendent of insurance has received, for the superintendent's review, written notice of the insurer's intention to enter into the transaction and if, during that period, the superintendent has not disapproved the proposed transaction. The notice for amendments or modifications shall include the reasons for the change and the financial impact on the domestic insurer. Informal notice shall be reported to the superintendent within thirty days after termination of a previously filed agreement. These requirements shall apply to all of the following transactions:
(1) Any sale, purchase, exchange of assets, loan, extension of credit, guarantee, or investment, if the transaction equals or exceeds, with respect to insurers other than life insurers, the lesser of three per cent of the insurer's admitted assets as of the thirty-first day of December next preceding or twenty-five per cent of the insurer's surplus as regards policyholders as of the thirty-first day of December next preceding or, with respect to life insurers, three per cent of the insurer's admitted assets as of the thirty-first day of December next preceding;
(2) Any loan or extension of credit to any person that is not an affiliate of the insurer, if both of the following apply:
(a) The loan or extension of credit equals or exceeds, with respect to insurers other than life insurers, the lesser of three per cent of the insurer's admitted assets as of the thirty-first day of December next preceding or twenty-five per cent of the insurer's surplus as regards policyholders as of the thirty-first day of December next preceding or, with respect to life insurers, three per cent of the insurer's admitted assets as of the thirty-first day of December next preceding.
(b) The insurer makes the loan or extends the credit with an agreement or understanding that the proceeds of the transaction, in whole or in substantial part, are to be used to make loans or extend credit to, to purchase assets of, or to make investments in, any affiliate of the insurer.
(3) Reinsurance agreements or modifications including all of the following:
(a) All new reinsurance pooling agreements;
(b) All reinsurance pooling agreements in which a domestic company is newly added;
(c) Agreements in which the reinsurance premium or the change in the insurer's liabilities, or the projected reinsurance premium or a change in the insurer's liabilities in any of the next three years, equals or exceeds five per cent of the insurer's surplus as regards policyholders as of the thirty-first day of December next preceding.
Division (A)(3) of this section also applies to reinsurance agreements that may require as consideration the transfer of assets from an insurer to a nonaffiliate, if the insurer and nonaffiliate have an agreement or understanding that any portion of the assets will be transferred to one or more affiliates of the insurer.
(4) All management agreements, service contracts, tax allocations agreements, and cost-sharing arrangements;
(5) Any other material transaction that the superintendent, pursuant to rules adopted in accordance with Chapter 119. of the Revised Code, determines may render the insurer's surplus as regards policyholders unreasonable in relation to the insurer's outstanding liabilities and inadequate to its financial needs.
(B) In reviewing transactions under division (A) of this section, the superintendent shall consider whether the terms of the transaction are fair and reasonable and whether the transaction may adversely affect the interests of policyholders.
(C) Any transaction or agreement described in division (A) of this section that is not disapproved by the superintendent in accordance with that division is effective as of the effective date set forth in the notice required under this section.
(D) The superintendent, pursuant to rules adopted in accordance with Chapter 119. of the Revised Code, may designate certain types of transactions that need not be submitted for review under division (A) of this section, if those transactions would not have a significant impact on the financial condition of an insurer.
(E) A domestic insurer shall not enter into any transaction described in division (A) of this section with members of its insurance holding company system if the transaction is part of a plan or series of similar transactions and if the purpose of entering into the separate transactions is to avoid the review required under division (A) of this section that would otherwise occur. If the superintendent determines that the insurer, within a twelve-month period, entered into those separate transactions for that purpose, the superintendent may take any action authorized by section 3901.37 of the Revised Code.
(F) A domestic insurer shall give written notice to the superintendent, within thirty days after making an investment, if the investment is made in a corporation and the total investment in the corporation by the insurance holding company system exceeds ten per cent of the voting securities of the corporation.
(G) Any affiliate that is party to an agreement or contract with a domestic insurer that is subject to division (A)(4) of this section shall be subject to the jurisdiction of any supervision, seizure, conservatorship, or receivership proceedings against the insurer and to the authority of any supervisor, conservator, rehabilitator, or liquidator for the insurer appointed pursuant to Chapter 3903. of the Revised Code for the purpose of interpreting, enforcing, and overseeing the affiliate's obligations under the agreement or contract to perform services for the insurer that are either of the following:
(1) An integral part of the insurer's operations, including management, administrative, accounting, data processing, marketing, underwriting, claims handling, investment, or any other similar functions;
(2) Essential to the insurer's ability to fulfill its obligations under insurance policies.
(H) Nothing in division (A) of this section shall be construed to authorize or permit any transaction that would otherwise be contrary to law.
Last updated May 3, 2022 at 1:08 PM
Structure Ohio Revised Code
Chapter 3901 | Superintendent of Insurance
Section 3901.01 | Department of Insurance.
Section 3901.011 | Superintendent of Insurance - Powers and Duties.
Section 3901.02 | Appointment or Hiring of Employees.
Section 3901.021 | Department of Insurance Operating Fund.
Section 3901.03 | Warden - Duties - Office of Warden.
Section 3901.04 | Superintendent - Specific Powers.
Section 3901.041 | Rule-Making and Adjudicating Powers of Superintendent.
Section 3901.042 | Service and Transaction Fees.
Section 3901.043 | Fees for Services or Transactions Performed by Department of Insurance.
Section 3901.044 | Rules for Implementing Health Insurance Portability and Accountability Act.
Section 3901.045 | Receiving Confidential or Privileged Documents and Information.
Section 3901.046 | Electronic Signatures.
Section 3901.05 | Deputy Superintendent - Duties.
Section 3901.051 | Assistant Superintendent - Duties.
Section 3901.052 | Application for Innovative Waiver.
Section 3901.06 | Instruments Under Seal of the Superintendent.
Section 3901.07 | Examination of Financial Affairs of Insurer.
Section 3901.071 | Superintendent's Examination Fund.
Section 3901.072 | Corporate Governance Annual Disclosure Act.
Section 3901.073 | Corporate Governance Annual Disclosure.
Section 3901.074 | Format of Disclosure.
Section 3901.075 | Documents Deemed Proprietary.
Section 3901.076 | Retention of Third-Party Consultant.
Section 3901.08 | Information From Banks.
Section 3901.09 | Duty of Bank Officers.
Section 3901.10 | Deficiency of Company Assets.
Section 3901.11 | Acquisition of Stock of Other Insurers.
Section 3901.12 | Interlocking Directorate.
Section 3901.13 | Hearing by Superintendent.
Section 3901.14 | Record and Report of Superintendent.
Section 3901.15 | Application of Law.
Section 3901.17 | Personal Jurisdiction Over Foreign or Alien Insurer.
Section 3901.18 | Requirements for Unauthorized Foreign or Alien Insurer to Enter an Appearance.
Section 3901.19 | Unfair and Deceptive Practices Definitions.
Section 3901.20 | Prohibition Against Unfair or Deceptive Acts.
Section 3901.21 | Unfair and Deceptive Acts or Practices in Business of Insurance Defined.
Section 3901.211 | Lending of Money, Extension of Credit - Prohibited Acts.
Section 3901.212 | Consumer Protection Rules.
Section 3901.213 | Unfair and Deceptive Practices - Exceptions.
Section 3901.214 | Applicability of Prohibition on Inducements.
Section 3901.215 | Intent to Promote Innovation and Maintain Strong Consumer Protection.
Section 3901.22 | Hearings on Violation - Orders - Administrative Remedies.
Section 3901.221 | Cease-and-Desist Orders.
Section 3901.23 | Self-Incrimination.
Section 3901.24 | Unlawful Advertising.
Section 3901.241 | List of Top Twenty per Cent of Services and Expected Contributions.
Section 3901.25 | Action by Superintendent Against Insurer.
Section 3901.27 | Adoption of Emergency Bylaws.
Section 3901.28 | Provisions Effective if No Emergency Bylaws.
Section 3901.29 | Succession List.
Section 3901.30 | Emergency Business Location.
Section 3901.31 | Filing Statements Indicating Ownership.
Section 3901.32 | Insurance Holding Company System Definitions.
Section 3901.321 | Mergers and Acquisitions of Domestic Insurers.
Section 3901.322 | Procedure for Violations.
Section 3901.323 | Jurisdiction.
Section 3901.341 | Prior Review of Proposed Transactions.
Section 3901.35 | Requiring Production of Records.
Section 3901.351 | Participation in Supervisory College.
Section 3901.352 | Group-Wide Supervisor for Internationally Active Insurance Group.
Section 3901.36 | Confidential and Privileged Treatment of Documents and Information - Exceptions.
Section 3901.37 | Suspension, Revocation or Refusal to Renew License - Civil Forfeiture.
Section 3901.371 | Purpose of Sections 3901.371 to 3901.378.
Section 3901.372 | Definitions.
Section 3901.373 | Risk Management Framework.
Section 3901.374 | Own Risk and Solvency Assessment.
Section 3901.375 | Summary Report.
Section 3901.376 | Exemptions.
Section 3901.377 | Form and Content of Report; Review.
Section 3901.378 | Confidentiality.
Section 3901.38 | Prompt Payments to Health Care Providers Definitions.
Section 3901.381 | Third-Party Payers Processing Claims for Payment for Health Care Services.
Section 3901.382 | Electronic Submission of Claims.
Section 3901.383 | Contractual Agreements for Payments by Third-Party Payers.
Section 3901.384 | Untimely Claim Process.
Section 3901.385 | Third-Party Payer - Prohibited Acts.
Section 3901.387 | Duplicative Claims - Claim Information System.
Section 3901.388 | Payments Considered Final - Overpayment.
Section 3901.389 | Computation of Interest.
Section 3901.3810 | Complaints by Provider or Beneficiary - Retaliation by Payer.
Section 3901.3811 | Failure to Comply by Third-Party Payer.
Section 3901.3812 | Administrative Remedies.
Section 3901.3814 | Exceptions to Provisions.
Section 3901.40 | Payment or Reimbursement to Unlicensed or Unaccredited Hospital Prohibited.
Section 3901.41 | Applicability of Uniform Electronics Transactions Act; Automated Transactions.
Section 3901.42 | Annual Filing With National Association of Insurance Commissioners.
Section 3901.44 | Records of Insurance Fraud Investigation.
Section 3901.45 | Effect of Sexual Orientation, Hiv, or AIDS or Related Condition.
Section 3901.46 | Requiring HIV Testing.
Section 3901.47 | Administration of Claims Unpaid Due to Insolvency of Insurer.
Section 3901.48 | Disclosing Work Papers Resulting From Conduct of Audit.
Section 3901.491 | Genetic Screening or Testing.
Section 3901.501 | Genetic Screening or Testing for Self-Insurance Plans.
Section 3901.51 | Uncertified Securities as Deposits Definitions.
Section 3901.53 | Placement of Securities Shall Satisfy Deposit Requirements.
Section 3901.54 | Securities May Not Be Used for Other Purposes.
Section 3901.56 | Rewards or Incentives for Insurer Wellness or Health Improvement Programs.
Section 3901.61 | Credit for Reinsurance Ceded Definitions.
Section 3901.621 | Suspension or Revocation of Reinsurer's Accreditation or Certification.
Section 3901.63 | Credit for Reinsurance Ceded as Reduction of Liability.
Section 3901.631 | Management of Reinsurance Recoverables by Domestic Ceding Insurer.
Section 3901.64 | Terms of Reinsurance or Security Agreement.
Section 3901.67 | Disclosure of Material Transactions Model Act Definitions.
Section 3901.68 | Provisions Application.
Section 3901.69 | Insurer to Report Material Transactions.
Section 3901.70 | Confidentiality of Reports - Exceptions.
Section 3901.71 | Application of Mandated Health Benefits.
Section 3901.72 | Money Advanced to Insurance Company or Health Insuring Corporation.
Section 3901.73 | Department to Forward Copy of Late Filing Notice to Board of Directors.
Section 3901.74 | Notice of Life Insurance Company Discontinuing Business.
Section 3901.75 | Notice of Insurance Companies Other Than Life Discontinuing Business.
Section 3901.76 | Security Valuation Expense Fund.
Section 3901.77 | Forms, Instructions, Manuals - Determination of Accounting Practices and Methods.
Section 3901.78 | Certificate of Compliance.
Section 3901.80 | Discriminating Against Living Organ Donors.
Section 3901.81 | Definitions.
Section 3901.811 | Pharmacy Audits.
Section 3901.812 | Rights of Pharmacy.
Section 3901.813 | Proceedings After Audit.
Section 3901.814 | Appeal Process.
Section 3901.815 | Applicability of Provisions.
Section 3901.82 | Restatement of the Law, Liability Insurance.
Section 3901.83 | Definitions for Sections 3901.83 to 3901.833.
Section 3901.831 | Implementation of Step Therapy Protocol.
Section 3901.832 | Step Therapy Exemption.
Section 3901.833 | Adoption of Rules.
Section 3901.86 | Retaliatory Provisions - Moneys Collected Paid to State Fire Marshal's Fund.
Section 3901.87 | No Coverage for Nontherapeutic Abortion.
Section 3901.88 | Actuarial Study Regarding Costs of Health Care Mandates.
Section 3901.89 | Health Plan Issuers Release Claim Information to Group Plan policyholders..
Section 3901.90 | Education on Mental Health and Addiction Services Insurance Parity.
Section 3901.91 | Adoption or Amendment of Rules Related to Insurance Rating Agencies.
Section 3901.95 | Direct Primary Care Agreement Not to Be Considered Insurance.