521I.1 Definitions. As used in this chapter, unless the context otherwise requires: 1. “Assets” means property whether real, personal, mixed, tangible, or intangible and any right or interest therein, including all rights under a contract or other agreement. 2. “Capital” means the capital stock component of a statutory surplus as defined in Iowa law. 3. […]
521I.10 Certificate of division. 1. If the commissioner approves a dividing insurer’s plan of division pursuant to section 521I.8, an officer or duly authorized representative of the dividing insurer shall sign a certificate of division that sets forth all of the following: a. The name of the dividing insurer. b. A statement disclosing whether the […]
521I.11 Division effective. 1. On the effective date of a division pursuant to section 521I.10, the following apply: a. If the dividing insurer survives, all of the following apply: (1) The dividing insurer shall continue to exist. (2) The articles of incorporation of the dividing insurer shall be amended, if at all, if provided for […]
521I.12 Resulting insurers liability for allocated assets, debts, and liabilities. 1. Except as expressly provided in this section, when a division becomes effective, by operation of law all of the following apply: a. A resulting insurer is individually liable for the liabilities, including policy liabilities, that the resulting insurer issues, undertakes, or incurs in its […]
521I.13 Shareholder appraisal rights. If a dividing insurer does not survive a division, an objecting shareholder of the dividing insurer is entitled to appraisal rights and to obtain payment of the fair value of such shareholder’s shares in the same manner and to the extent provided for a corporation as a party to a merger […]
521I.14 Rules. The commissioner may adopt rules pursuant to chapter 17A to administer this chapter. 2019 Acts, ch 20, §14
521I.15 Enforcement. The commissioner may take any action under the commissioner’s authority to enforce compliance with this chapter. 2019 Acts, ch 20, §15
521I.2 Plan of division — general requirements. A domestic stock insurer’s plan of division shall include all of the following: 1. The name of the domestic stock insurer seeking to divide. 2. The name of each resulting insurer created by the proposed division and for each resulting insurer a copy of all of the following: […]
521I.3 Plan of division — dividing insurer to survive division. If a dividing insurer will survive a division, the plan of division shall include, in addition to the requirements pursuant to section 521I.2, all of the following: 1. All proposed amendments to the dividing insurer’s articles of incorporation and bylaws. 2. If the dividing insurer […]
521I.4 Plan of division — dividing insurer not to survive division. If a dividing insurer will not survive a division, the plan of division shall include, in addition to the requirements pursuant to section 521I.2, the manner in which the dividing insurer will cancel or convert shares in the dividing insurer’s shares into shares, securities, […]
521I.5 Amending plan of division. 1. 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 no such procedures are set forth in the plan of division, in a manner determined by the board of directors of the dividing insurer. […]
521I.6 Abandoning plan of division. 1. A dividing insurer may abandon the dividing insurer’s plan of division in any of the following circumstances: a. 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 […]
521I.7 Approval of plan of division — articles of incorporation and bylaws. 1. A dividing insurer shall not file a plan of division with the commissioner until such 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 […]
521I.8 Commissioner approval of plan of division. 1. After a dividing insurer approves a plan of division pursuant to section 521I.7, the dividing insurer shall file the plan of division with the commissioner. Within ten business days of filing the plan of division with the commissioner, the dividing insurer shall provide notice of the filing […]
521I.9 Confidentiality. A dividing insurer may submit a written request to the commissioner that confidentiality be maintained regarding all business, financial, actuarial, and other proprietary information submitted to, obtained by, or disclosed to the commissioner in connection with the dividing insurer’s plan of division. The commissioner shall make a determination regarding the dividing insurer’s request […]
