Connecticut General Statutes 38a-156s – Division of domestic insurer. Plan of division. Amendment and abandonment
(a) Any domestic insurer may, in accordance with the requirements of sections 38a-156r to 38a-156z, inclusive, divide into two or more resulting insurers pursuant to a plan of division.
Terms Used In Connecticut General Statutes 38a-156s
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Contract: A legal written agreement that becomes binding when signed.
- Dependent: A person dependent for support upon another.
- Domestic insurer: means any insurer that has been chartered by, incorporated, organized or constituted within or under the laws of this state. See Connecticut General Statutes 38a-1
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- liabilities: shall include but not be limited to reserves required by statute or by regulations adopted by the commissioner in accordance with the provisions of chapter 54 or specific requirements imposed by the commissioner upon a subject company at the time of admission or subsequent thereto. See Connecticut General Statutes 38a-1
- State: means any state, district, or territory of the United States. See Connecticut General Statutes 38a-1
(b) (1) Each plan of division shall include: (A) The name of the domestic insurer seeking to divide; (B) the name of each resulting insurer that will be created by the proposed division; (C) for each new insurer that will be created by the proposed division, its: (i) Proposed public organic document, if the new insurer will be a filing entity; and (ii) proposed private organic rules; (D) the manner of allocating between or among the resulting insurers: (i) The property of the domestic insurer that will not be owned by all of the resulting insurers as tenants in common pursuant to section 38a-156w; and (ii) those policies and other liabilities of the domestic insurer to which not all of the resulting insurers will be jointly and severally liable pursuant to subdivision (3) of subsection (a) of section 38a-156x; (E) the manner of distributing interests in the new insurers to the dividing insurer or its interest holders; (F) a reasonable description of policies or other liabilities, items of capital, surplus or other property the domestic insurer proposes to allocate to a resulting insurer, including the manner by which each reinsurance contract is to be allocated; (G) all terms and conditions required by the laws of this state or the organic rules of the domestic insurer; and (H) all other terms and conditions of the division.
(2) If the domestic insurer will survive the division, the plan of division shall include, in addition to the information required by subdivision (1) of this subsection: (A) All proposed amendments to the dividing insurer’s public organic document and private organic rules, if any; (B) if the dividing insurer desires to cancel some, but less than all, interests in the dividing insurer, the manner in which it will cancel such interests; and (C) if the dividing insurer desires to convert some, but less than all, interests in the dividing insurer into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination thereof, a statement disclosing the manner in which it will convert such interests.
(3) If the domestic insurer will not survive the proposed division, the plan of division shall contain, in addition to the information required by subdivision (1) of this subsection, the manner in which the dividing insurer will cancel or convert interests in the dividing insurer into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination thereof.
(c) Terms of a plan of division may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection (l) of section 33-608.
(d) A dividing insurer may amend a plan of division in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in any manner determined by the governors of the dividing insurer, except that an interest holder that was entitled to vote on or consent to approval of the plan of division is entitled to vote on or consent to any amendment of the plan that will change: (1) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination thereof, to be received by any of the interest holders of the dividing insurer under the plan; (2) the public organic document, if any, or private organic rules of any resulting insurer that will be in effect when the division becomes effective, except for changes that do not require approval of the interest holders of the resulting insurer under its organic law or organic rules; or (3) any other terms or conditions of the plan, if the change would adversely affect the interest holders in any material respect.
(e) (1) A dividing insurer may abandon a plan of division after it has approved the plan without any action by the interest holders and in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in a manner determined by the governors of the dividing insurer.
(2) A dividing insurer may abandon a plan of division after it has delivered a certificate of division to the Secretary of the State by delivering to the Secretary of the State a certificate of abandonment signed by the dividing insurer. The certificate of abandonment shall be effective on the date it is filed with the Secretary of the State, and the dividing insurer shall be deemed to have abandoned its plan of division on such date.
(3) A dividing insurer may not abandon its plan of division once the division becomes effective.