As used in this part 17, unless the context otherwise requires: “Asset” means property, whether real, personal, mixed, tangible, or intangible, and any right or interest in the property, including all rights under a contract or other agreement. “Capital” means the capital stock component of a statutory surplus, as defined in the National Association of […]
A domestic stock insurer may, in accordance with this part 17, divide into two or more resulting insurers pursuant to a plan of division. A domestic stock insurer’s plan of division must include: The name of the domestic stock insurer seeking to divide; The name of each resulting insurer created by the proposed division and, […]
If a dividing insurer will survive a division, the plan of division must include, in addition to the requirements described in section 10-3-1702: All proposed amendments to the dividing insurer’s articles of incorporation and bylaws; If the dividing insurer intends to cancel some but not all shares in the dividing insurer, the manner in which […]
If a dividing insurer will not survive a division, the plan of division must include, in addition to the requirements described in section 10-3-1702, the manner in which the dividing insurer will cancel or convert shares in the dividing insurer into shares, securities, obligations, rights to acquire shares or securities, cash, property, or any combination […]
A dividing insurer may amend the dividing insurer’s plan of division in accordance with any procedures set forth in the plan of division or, if procedures are not set forth in the plan of division, in a manner determined by the board of directors of the dividing insurer. A shareholder that is entitled to vote […]
A dividing insurer may abandon its plan of division only as follows: After the dividing insurer has approved the plan of division without any action by the shareholders and in accordance with any procedures set forth in the plan of division, or if procedures are not set forth in the plan of division, in a […]
A dividing insurer shall not file a plan of division with the commissioner until the plan of division has been approved in accordance with all provisions of the dividing insurer’s articles of incorporation and bylaws. If the dividing insurer’s articles of incorporation and bylaws do not provide for approval of a plan of division, the […]
After a dividing insurer approves a plan of division pursuant to section 10-3-1707, the dividing insurer shall file the plan of division with the commissioner. Within ten business days after filing the plan of division with the commissioner, the dividing insurer shall provide notice of the filing to each reinsurer that is a party to […]
All information, documents, materials, and copies of documents and materials submitted to, obtained by, or disclosed to the commissioner in connection with a plan of division or in contemplation of a plan of division, including any information, documents, materials, or copies provided by or on behalf of a domestic stock insurer in advance of its […]
If the commissioner approves a dividing insurer’s plan of division pursuant to section 10-3-1708, an officer or duly authorized representative of the dividing insurer shall sign a certificate of division that sets forth all of the following: The name of the dividing insurer; A statement disclosing whether the dividing insurer survived the division. If the […]
On the effective date of a division, if the dividing insurer survives, all of the following apply: The dividing insurer continues to exist; The dividing insurer must amend its articles of incorporation if the amendments are provided for in the plan of division; and The dividing insurer must amend its bylaws if the amendments are […]
Except as expressly provided in this section, when a division becomes effective, by operation of law all of the following apply: A resulting insurer is individually liable for the liabilities, including policy liabilities: That the resulting insurer issues, undertakes, or incurs in its own name after the division; and Of the dividing insurer that are […]
If a dividing insurer does not survive a division, a shareholder of the dividing insurer is entitled to appraisal rights and to obtain payment of the fair value of the shareholder’s shares in the same manner and to the extent provided for a corporation as a party to a merger pursuant to section 7-113-102. Source: […]
The commissioner may adopt rules to administer this part 17. Source: L. 2021: Entire part added, (HB 21-1013), ch. 144, p. 855, § 1, effective September 7.
The commissioner may take any action within the commissioner’s authority to enforce compliance with this part 17. Source: L. 2021: Entire part added, (HB 21-1013), ch. 144, p. 855, § 1, effective September 7.
To facilitate the merger or consolidation of any resulting insurer with and into another company simultaneously with the effectiveness of a division authorized by this part 17, a dividing insurer, including its officers, directors, and shareholders, may: Adopt and execute a plan of merger or consolidation on behalf of a resulting insurer; Execute and deliver […]
