§ 23-69-301. Title

This subchapter shall be known and may be cited as the “Mutual Insurance Holding Company Act”.

§ 23-69-302. Purpose

(a) (1) The General Assembly finds and declares that it is in the public interest that a domestic mutual insurer be permitted to reorganize in a manner that preserves attributes of its mutuality while facilitating capital-raising abilities and corporate affiliations on terms and conditions that are fair and equitable to the mutual insurer’s policyholders. (2) […]

§ 23-69-303. Definitions

For purposes of this subchapter, unless the context requires otherwise: (1) “Commissioner” means the Insurance Commissioner; (2) “Intermediate stock holding company” means a holding company of which at least a majority of the voting securities are owned by a mutual insurance holding company and which directly owns all the voting securities of a reorganized stock […]

§ 23-69-304. Formation of mutual insurance holding company

(a) A domestic mutual insurer, upon approval of the Insurance Commissioner, may reorganize by: (1) Forming a mutual insurance holding company; (2) Merging its policyholders’ membership interests into the mutual insurance holding company; and (3) Continuing the mutual insurer’s corporate existence as a stock insurer subsidiary of the mutual insurance holding company. (b) A domestic […]

§ 23-69-305. Filing of proposed reorganization plan

A domestic mutual insurer shall file a proposed plan of reorganization approved by a vote of not less than two-thirds (2/3) of the members of its board of directors for review and approval with the Insurance Commissioner. The proposed plan of reorganization shall be accompanied by a nonrefundable fee of one thousand dollars ($1,000). A […]

§ 23-69-306. Hearings on proposed reorganization plan

The Insurance Commissioner shall conduct a public hearing regarding a proposed plan of reorganization within one hundred twenty (120) days after the date the completed proposed plan of reorganization is filed under § 23-69-305, unless extended by the commissioner for good cause. Any interested person may appear or otherwise be heard at the public hearing. […]

§ 23-69-307. Approval of proposed reorganization plan

(a) The Insurance Commissioner shall issue an order approving or disapproving a proposed plan of reorganization within thirty (30) days after the close of the public hearing as required by § 23-69-306. (b) The commissioner shall not approve a proposed plan of reorganization unless he or she finds that: (1) The plan of reorganization is […]

§ 23-69-308. Approval of reorganization plan by policyholders

(a) (1) Within forty-five (45) days after the date of the Insurance Commissioner’s approval of a plan of reorganization under § 23-69-307, unless extended by the commissioner for good cause, the mutual insurer shall hold a meeting of its policyholders at a reasonable time and place to vote upon the plan of reorganization. (2) The […]

§ 23-69-309. Issuance of certificate

(a) The Insurance Commissioner shall issue a certificate of authority to a reorganized stock insurer when the mutual insurer files with the commissioner a: (1) Certificate stating that all of the conditions set forth in the plan of reorganization have been satisfied, so long as the board of directors of the mutual insurer has not […]

§ 23-69-310. Appeal of final order

Any person affected by a final order issued under this subchapter shall have the right to appeal the order to the Pulaski County Circuit Court. The appeal shall be in accordance with the Arkansas Administrative Procedure Act, § 25-15-201 et seq.

§ 23-69-311. Continuation of corporate existence

Corporate existence of a mutual insurer reorganizing under this subchapter shall not terminate, but the reorganized stock insurer shall be deemed to be a continuation of the mutual insurer and to have been organized on the date the mutual insurer was originally organized.

§ 23-69-312. Abandonment of reorganization plan

By not less than a two-thirds (2/3) vote of the members of its board of directors and with the approval of the Insurance Commissioner, a mutual insurer may abandon a plan of reorganization at any time before the issuance of the certificate of authority by the commissioner. Upon such abandonment, all rights and obligations arising […]

§ 23-69-313. Mergers and acquisitions

(a) Subject to applicable requirements of this subchapter and the Insurance Holding Company Regulatory Act, § 23-63-501 et seq., a mutual insurance holding company may: (1) Merge or consolidate with, or acquire the assets of, a mutual insurance holding company licensed under this subchapter or any similar entity organized under laws of any other state; […]

§ 23-69-314. Membership in a mutual insurance holding company

A membership interest in a mutual insurance holding company does not constitute a security under the laws of this state.

§ 23-69-315. Annual statements

A mutual insurance holding company shall: (1) File with the Insurance Commissioner by March 1 of each year an annual statement consisting of an income statement, balance sheet, and cash flows prepared in accordance with generally accepted accounting practices and a confidential statement disclosing any intention to pledge, borrow against, alienate, hypothecate, or in any […]

§ 23-69-316. Power of Insurance Commissioner to order production of documents

The Insurance Commissioner shall have the power to order production of any records, books, or other information and papers in the possession of a mutual insurance holding company or its affiliates as are reasonably necessary to ascertain the financial condition of the reorganized stock insurer or to determine compliance with this subchapter.

§ 23-69-317. Applicability of provisions

Nothing contained in this subchapter shall be construed to prohibit demutualization of a mutual insurance holding company under § 23-69-141.

§ 23-69-318. Payment of compensation

(a) (1) No director, officer, employee, or agent of the mutual insurer and no other person shall receive any fee, commission, or other valuable consideration whatsoever, other than his or her usual regular salary and compensation, for in any manner aiding, promoting, or assisting in a plan of reorganization, except as set forth in the […]

§ 23-69-319. Hiring of experts

For purposes of determining whether a plan of reorganization meets the requirements of this subchapter or in connection with any other matters relating to development of a plan of reorganization, the Insurance Commissioner may engage the services of experts. All reasonable costs related to the review of a plan of reorganization or such other matters, […]

§ 23-69-320. Disclosure of confidential information

All information, documents, and copies obtained by or disclosed to the Insurance Commissioner or any other person in the course of preparing, filing, and processing an application to reorganize under § 23-69-305, other than information or documents distributed to policyholders in connection with the meeting of policyholders under § 23-69-308, or filed or submitted as […]