(1) As used in this section:

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Terms Used In Utah Code 31A-16-102.6

  • articles of incorporation: means :
         (11)(a) the original articles;
         (11)(b) a special law;
         (11)(c) a charter;
         (11)(d) an amendment;
         (11)(e) restated articles;
         (11)(f) articles of merger or consolidation;
         (11)(g) a trust instrument;
         (11)(h) another constitutive document for a trust or other entity that is not a corporation; and
         (11)(i) an amendment to an item listed in Subsections (11)(a) through (h). See Utah Code 31A-1-301
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • consultant: means a person who:
         (99)(a) advises another person about insurance needs and coverages;
         (99)(b) is compensated by the person advised on a basis not directly related to the insurance placed; and
         (99)(c) except as provided in Section 31A-23a-501, is not compensated directly or indirectly by an insurer or producer for advice given. See Utah Code 31A-1-301
  • Domestic insurer: means an insurer organized under the laws of this state. See Utah Code 31A-1-301
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Insurance: includes :
              (96)(b)(i) a risk distributing arrangement providing for compensation or replacement for damages or loss through the provision of a service or a benefit in kind;
              (96)(b)(ii) a contract of guaranty or suretyship entered into by the guarantor or surety as a business and not as merely incidental to a business transaction; and
              (96)(b)(iii) a plan in which the risk does not rest upon the person who makes an arrangement, but with a class of persons who have agreed to share the risk. See Utah Code 31A-1-301
  • insurance company: means a person doing an insurance business as a principal including:
              (104)(a)(i) a fraternal benefit society;
              (104)(a)(ii) an issuer of a gift annuity other than an annuity specified in Subsections 31A-22-1305(2) and (3);
              (104)(a)(iii) a motor club;
              (104)(a)(iv) an employee welfare plan;
              (104)(a)(v) a person purporting or intending to do an insurance business as a principal on that person's own account; and
              (104)(a)(vi) a health maintenance organization. See Utah Code 31A-1-301
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Member: means a person having membership rights in an insurance corporation. See Utah Code 31A-1-301
  • Mutual: means a mutual insurance corporation. See Utah Code 31A-1-301
  • Order: means an order of the commissioner. See Utah Code 31A-1-301
  • Policyholder: means a person who controls a policy, binder, or oral contract by ownership, premium payment, or otherwise. See Utah Code 31A-1-301
  • Proceeding: includes an action or special statutory proceeding. See Utah Code 31A-1-301
  • Quorum: The number of legislators that must be present to do business.
  • Security: means a:
              (176)(a)(i) note;
              (176)(a)(ii) stock;
              (176)(a)(iii) bond;
              (176)(a)(iv) debenture;
              (176)(a)(v) evidence of indebtedness;
              (176)(a)(vi) certificate of interest or participation in a profit-sharing agreement;
              (176)(a)(vii) collateral-trust certificate;
              (176)(a)(viii) preorganization certificate or subscription;
              (176)(a)(ix) transferable share;
              (176)(a)(x) investment contract;
              (176)(a)(xi) voting trust certificate;
              (176)(a)(xii) certificate of deposit for a security;
              (176)(a)(xiii) certificate of interest of participation in an oil, gas, or mining title or lease or in payments out of production under such a title or lease;
              (176)(a)(xiv) commodity contract or commodity option;
              (176)(a)(xv) certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the items listed in Subsections (176)(a)(i) through (xiv); or
              (176)(a)(xvi) another interest or instrument commonly known as a security. See Utah Code 31A-1-301
  • Sell: means to exchange a contract of insurance:
         (179)(a) by any means;
         (179)(b) for money or its equivalent; and
         (179)(c) on behalf of an insurance company. See Utah Code 31A-1-301
  • State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
     (1)(a) “Intermediate holding company” means a holding company that:

          (1)(a)(i) is a subsidiary of a mutual insurance holding company;
          (1)(a)(ii) directly or through a subsidiary of the holding company, holds one or more subsidiary insurers, including a reorganized mutual insurer; and
          (1)(a)(iii) if the subsidiary insurers were not held by the holding company, a majority of the voting shares of the subsidy insurers’ capital stock would be required under this section to be owned by the mutual insurance holding company.
     (1)(b) “Majority of the voting shares” means the shares of a reorganized mutual insurer’s capital stock that carry the right to cast a majority of the votes entitled to be cast by all of the outstanding shares of the reorganized mutual insurer’s capital stock for the election of directors and other matters submitted to a vote of the reorganized mutual insurer’s shareholders.
(2)

     (2)(a) With the commissioner’s approval, a domestic mutual insurer may reorganize by forming a mutual insurance holding company in which:

          (2)(a)(i) in accordance with the mutual insurance holding company’s articles of incorporation and bylaws, the membership interests of the domestic mutual insurer’s policyholders become membership interests in the mutual insurance holding company; and
          (2)(a)(ii) the domestic mutual insurer is reorganized as a domestic stock insurance company.
     (2)(b) The commissioner may approve a domestic mutual insurer’s reorganization under this Subsection (2) if:

          (2)(b)(i) the domestic mutual insurer’s reorganization plan:

               (2)(b)(i)(A) properly protects the interests of the domestic mutual insurer’s policyholders;
               (2)(b)(i)(B) is fair and equitable to the domestic mutual insurer’s policyholders;
               (2)(b)(i)(C) is approved by a majority of the domestic mutual insurer’s policyholders present at any regular or special meeting of the policyholders at which a quorum is present; and
               (2)(b)(i)(D) satisfies the requirements of Subsections 31A-16-103(8) through (10);
          (2)(b)(ii) the initial shares of the reorganized domestic mutual insurer’s capital stock are issued to the mutual insurance holding company or intermediate holding company; and
          (2)(b)(iii) at all times, the mutual insurance holding company or intermediate holding company owns a majority of the voting shares of the reorganized domestic mutual insurer’s capital stock.
     (2)(c) With the commissioner’s approval, the mutual insurance holding company may allow in the mutual insurance holding company’s articles and bylaws that a policyholder of a stock insurer that is or becomes a subsidiary of the mutual insurance holding company to be a member of the mutual insurance holding company.
     (2)(d) The domestic mutual insurer:

          (2)(d)(i) shall provide the domestic mutual insurer’s policyholders notice of the reorganization plan and the related member meeting by first-class mail;
          (2)(d)(ii) shall include in a notice described in Subsection (2)(d)(i), a copy of the full reorganization plan and all related plan materials;
          (2)(d)(iii) may satisfy the requirement in Subsection (2)(d)(ii) by including with the notice of reorganization a URL link at which the policyholders can access the full reorganization plan and any related materials electronically; and
          (2)(d)(iv) shall provide a physical copy of the reorganization plan and all related plan materials to a policyholder upon request.
(3)

     (3)(a) With the commissioner’s approval, a domestic mutual insurer may reorganize by merging the domestic mutual insurer’s policyholders’ membership interests into an existing domestic mutual insurance holding company formed under Subsection (2), if:

          (3)(a)(i) in accordance with the mutual insurance holding company’s articles of incorporation and bylaws, the membership interests of the domestic mutual insurer’s policyholders become membership interests in the mutual insurance holding company; and
          (3)(a)(ii) the domestic mutual insurer is reorganized as a domestic stock insurance company subsidiary of the existing domestic mutual insurance holding company or intermediate holding company.
     (3)(b) The commissioner may approve a domestic mutual insurance company’s reorganization under this Subsection (3) if:

          (3)(b)(i) the domestic mutual insurer’s reorganization plan:

               (3)(b)(i)(A) properly protects the interests of the domestic mutual insurer’s policyholders;
               (3)(b)(i)(B) is fair and equitable to the domestic mutual insurer’s policyholders; and
               (3)(b)(i)(C) satisfies the requirements of Subsections 31A-16-103(8) through (10);
          (3)(b)(ii) all of the initial shares of the capital stock of the reorganized insurance company are issued to the mutual insurance holding company or intermediate holding company; and
          (3)(b)(iii) at all times, the mutual insurance holding company or intermediate holding company owns a majority of the voting shares of the reorganized domestic mutual insurer’s capital stock.
     (3)(c) The commissioner may require, as a condition of approval, any modifications to the proposed merger the commissioner finds necessary for the protection of the policyholders’ interests.
(4)

     (4)(a) With the commissioner’s approval, a foreign mutual insurer organized under the laws of any other state that would qualify to become a domestic insurer organized under the laws of this state may reorganize by merging the foreign mutual insurer’s policyholders’ membership interests into an existing domestic mutual insurance holding company formed under Subsection (2) in which:

          (4)(a)(i) in accordance with the mutual insurance holding company’s articles of incorporation and bylaws, the membership interests of the foreign mutual insurer’s policyholders become membership interests in the mutual insurance holding company; and
          (4)(a)(ii) the foreign mutual insurer is reorganized as a foreign stock insurance company subsidiary of the existing domestic mutual insurance holding company or intermediate holding company.
     (4)(b) The commissioner may approve a foreign mutual insurer’s reorganization under this Subsection (4) if:

          (4)(b)(i) the foreign mutual insurer’s reorganization plan:

               (4)(b)(i)(A) complies with any other law or rule applicable to the foreign mutual insurer;
               (4)(b)(i)(B) properly protects the interests of the foreign mutual insurer’s policyholders;
               (4)(b)(i)(C) is fair and equitable to the foreign mutual insurer’s policyholders; and
               (4)(b)(i)(D) satisfies the requirements of Subsections 31A-16-103(8) through (10);
          (4)(b)(ii) all of the initial shares of the reorganized foreign mutual insurer’s capital stock are issued to the mutual insurance holding company or intermediate holding company; and
          (4)(b)(iii) at all times, the mutual insurance holding company or intermediate holding company owns a majority of the voting shares of the reorganized foreign mutual insurer’s capital stock.
     (4)(c) After a reorganization contemplated by this Subsection (4), the reorganized foreign mutual insurer may:

          (4)(c)(i) remain a foreign corporation; and
          (4)(c)(ii) with the commissioner’s approval, be admitted to conduct business in this state.
     (4)(d) A foreign mutual insurer that is a party to a reorganization plan may redomesticate in this state by complying with the applicable requirements of this state and the foreign mutual insurer’s state of domicile.
(5)

     (5)(a) As a condition of approval, the commissioner may require a mutual insurer to modify the mutual insurer’s reorganization plan to protect the interests of the mutual insurer’s policyholders.
     (5)(b) If the commissioner determines reasonably necessary, at the reorganizing mutual insurer’s expense, the commissioner may retain a third-party consultant to assist the commissioner in reviewing the mutual insurer’s reorganization plan.
     (5)(c) The commissioner has jurisdiction over a mutual insurance holding company or intermediate holding company organized in accordance with this section.
     (5)(d) Subject to the commissioner’s approval, a reorganized mutual insurer or a stock insurance subsidiary within a mutual insurance company may issue a dividend or distribution to the mutual insurance holding company or intermediate holding company.
(6)

     (6)(a) Subject to the provisions of this section, a mutual insurance holding company resulting from the reorganization of a domestic mutual insurer shall be incorporated in accordance with and is subject to the provisions of Chapter 5, Domestic Stock and Mutual Insurance Corporations as if it were a mutual insurer.
     (6)(b) A mutual insurance holding company’s articles of incorporation and bylaws are subject to commissioner’s approval in the same manner as an insurance company’s articles of incorporation and bylaws.
(7)

     (7)(a) A mutual insurance holding company is:

          (7)(a)(i) subject to Chapter 27a, Insurer Receivership Act; and
          (7)(a)(ii) a party to any proceeding under Chapter 27a, Insurer Receivership Act, involving an insurer that is a subsidiary of the mutual insurance holding company as a result of a reorganization in accordance with this section.
     (7)(b) In a proceeding under Chapter 27a, Insurer Receivership Act, involving a reorganized mutual insurer, the assets of the mutual insurance holding company are assets of the estate of the reorganized mutual insurer for the purpose of satisfying the claims of the reorganized mutual insurer’s policyholders.
     (7)(c) A mutual insurance holding company may be dissolved or liquidated only by:

          (7)(c)(i) prior approval of the commissioner; or
          (7)(c)(ii) court order in accordance with Chapter 27a, Insurer Receivership Act.
(8)

     (8)(a) Section 31A-5-506 does not apply to a mutual insurer’s reorganization or merger under this section.
     (8)(b) Section 31A-5-506 applies to demutualization of a mutual insurance holding company.
     (8)(c) The following sections do not apply to a mutual insurance holding company:

          (8)(c)(i) Sections 31A-5-204 through 31A-5-217.5;
          (8)(c)(ii) Sections 31A-5-301 through 31A-5-307;
          (8)(c)(iii) Section 31A-5-505; and
          (8)(c)(iv) Section 31A-5-509.
     (8)(d) Notwithstanding Section 31A-5-203, a mutual insurance holding company is not required to include “insurance” in the mutual insurance holding company’s name.
(9) A membership interest in a domestic mutual insurance holding company is not a security under Utah law.
(10)

     (10)(a) The ownership of a majority of the voting shares of a reorganized mutual insurer’s capital stock includes indirect ownership through one or more intermediate holding companies in a corporate structure approved by the commissioner.
     (10)(b) The indirect ownership described in Subsection (10)(a) may not result in the mutual insurance holding company owning less than the equivalent of the majority of the voting shares of the reorganized mutual insurer’s capital stock.
(11)

     (11)(a) A mutual insurance holding company or intermediate holding company may not sell, transfer, assign, pledge, encumber, hypothecate, alienate, or subject to a security interest or lien the majority of the voting shares of the reorganized mutual insurer’s capital stock.
     (11)(b) An act that violates Subsection (11)(a) is void in reverse chronological order of the date the act occurred.
     (11)(c) The majority of the voting shares of the reorganized mutual insurer’s capital stock are not subject to execution and levy under Utah law.
     (11)(d) The shares of the capital stock of the surviving or new company resulting from a merger or consolidation of two or more reorganized mutual insurers, or two or more intermediate holding companies that were subsidiaries of the same mutual insurance holding company, are subject to the same requirements, restrictions, and limitations described in this section that applied to the shares of the merging or consolidating reorganized mutual insurers or intermediate holding companies before the merger or consolidation.
(12) In accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act, the commissioner may make rules to implement the provisions of this section.

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