Section 27-31B-26

Approval of stock captive insurer to become a mutual captive insurer.

A stock captive insurer may become a mutual captive insurer under the plan or procedure as may be approved by the commissioner. The commissioner shall not approve any such plan, procedure, or mutualization unless:

(1) It is equitable to stockholders and policyholders;

(2) It is subject to approval by the holders of a majority of the insurer's outstanding capital stock having voting rights and by a majority of the insurer's policyholders who vote on such plan in person, by proxy, by mail, or e-mail pursuant to such notice and procedure as included in the plan or procedures approved by the commissioner. For purposes of this section a majority vote is one where, based on the number of votes returned, there are more votes for approval of the mutualization than there are for denial;

(3) Mutualization will result in retirement of shares of the insurer's capital stock at a reasonable price as specified in the plan;

(4) The plan provides for the purchase of the shares of any nonconsenting stockholder in the same manner and subject to the same applicable conditions as provided by the general corporation laws of the state as to rights of nonconsenting stockholders with respect to consolidation or merger of private corporations;

(5) The plan provides for definite conditions to be fulfilled by a designated early date upon which such mutualization will be deemed effective; and

(6) The mutualization leaves the insurer with surplus funds reasonably adequate for the security of its policyholders and to enable it to continue successfully under an approved plan of operation.

(Act 2021-162, §2.)