Florida Statutes 628.709 – Formation of a mutual insurance holding company
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(1) A domestic mutual insurance company, other than a mutual insurer that issued assessable policies as a mutual insurer and which held a certificate of authority in this state on July 1, 1997, may, pursuant to a plan of reorganization, reorganize as a mutual insurance holding company system that must consist of a mutual insurance holding company and one or more controlled subsidiaries and which may consist of one or more intermediate stock holding companies and other subsidiaries. The reorganization may be effected by the organization of one or more companies, amendment or restatement of the articles of incorporation and bylaws of one or more companies, transfer of assets and liabilities among two or more companies, issuance, acquisition or transfer of capital stock of one or more companies, or merger or consolidation of two or more companies. On and after the effective date of a plan of reorganization, the mutual insurance holding company shall at all times have the power, directly or indirectly, to cast at least a majority of the votes for the election of the board of directors of each controlled subsidiary and any intermediate stock holding company.
(2) All of the initial shares of the capital stock of the insurance company which reorganized as a subsidiary insurance company shall be issued either to the mutual insurance holding company, or to an intermediate holding company which is wholly owned by the mutual insurance holding company. This restriction does not preclude the subsequent issuance of additional shares of stock by the subsidiary insurance company so long as the mutual insurance holding company at all times owns directly or through one or more intermediate holding companies, a majority of the voting shares of the capital stock of the subsidiary insurance company. The membership interests of the policyholders of the subsidiary insurance company shall become membership interests in the mutual insurance holding company. Policyholders of the subsidiary insurance company which was formerly the mutual insurer shall be members of the mutual insurance holding company in accordance with the articles of incorporation and bylaws of the mutual insurance holding company. At the time of formation, policyholders of any other subsidiary insurance company of the mutual insurance holding company shall not be members of the mutual insurance holding company unless:
(a) They are policyholders of a subsidiary which was a mutual insurer which merged with the holding company pursuant to s. 628.715; or
Terms Used In Florida Statutes 628.709
- 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.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Intermediate holding company: means :(a) A holding company that is a subsidiary of a mutual insurance holding company, and which directly or through a subsidiary intermediate holding company owns a majority of the voting shares of the capital stock of one or more subsidiary insurance companies; or(b) A holding company that is a not-for-profit corporation and a subsidiary of a mutual insurance holding company, of which a majority of the voting membership interests entitled to elect the board of directors of such corporation are owned, directly or through a subsidiary intermediate holding company, by the mutual insurance holding company. See Florida Statutes 628.703
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- majority of the voting shares of the capital stock: means the shares of the capital stock of such company which carry the right to cast a majority of the votes entitled to be cast by all of the outstanding shares of the capital stock for the election of directors. See Florida Statutes 628.703
- Mutual insurance holding company: means an incorporated entity without permanent capital stock which is organized under this part and whose members are determined in accordance with this part. See Florida Statutes 628.703
- Subsidiary insurance company: means :
(a) A stock insurance company, of which the majority of the voting shares of the capital stock are at all times owned by a mutual insurance holding company. See Florida Statutes 628.703(b) They are policyholders of an affiliated stock insurance company, provided such policyholders were members of the mutual insurance company at the time the mutual insurance company policies were assumed by the affiliated stock insurance company and the assumption occurred in connection with the conversion.Subsequent to formation, membership shall be governed by s. 628.727.