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304.24-370 Conversion of stock insurer to ordinary business corporation.
A domestic stock insurer may convert to a Kentucky ordinary business corporation
through the following procedures:
(1) The insurer shall give the commissioner written notice of its intent to convert to
an ordinary business corporation;
(2) The insurer shall bulk reinsure all of its insurance, if any, in force, with another
authorized insurer under a bulk reinsurance agreement approved by the
commissioner as provided in KRS 304.24-420. The agreement of bulk
reinsurance may be made contingent upon approval of stockholders as
provided in subsection (4) of this section;
(3) The insurer shall set aside funds in a special reserve in such amount and
subject to such administration as may be found by the commissioner to be
reasonable and adequate for the purpose, for payment of all obligations, if any,
of the insurer incurred by it and remaining unpaid under its insurance contracts
prior to the effective date of such bulk reinsurance, or make other reasonable
disposition satisfactory to the commissioner for such payment;
(4) The proposed conversion shall be approved by affirmative vote of not less than
two-thirds (2/3) of each class of outstanding securities of the insurer having
voting rights, at a special meeting of holders of such securities called for the
purpose; and at such meeting and by a like vote the certificate of organization
of the corporation shall be amended to remove therefrom the power to transact
an insurance business as an insurer, to provide for such new powers and
purposes authorized by the general corporation laws of this state as may be
consistent with the purposes for which the corporation is thereafter to exist, and
to make such further alterations in the certificate of organization as may be
required under such general corporation laws of an ordinary business
corporation;
(5) Security holders of the corporation who dissent from such proposed conversion
shall have the same applicable rights as exist under such general corporation
laws with respect to dissent from a proposed merger of the corporation; and
(6) Upon compliance with subsections (1) to (4) of this section, inclusive, and upon
filing of the amendment of the certificate of organization with the commissioner
and otherwise as required by laws applicable to ordinary business
corporations, the conversion shall thereupon become effective.
Effective:July 15, 2010
History: Amended 2010 Ky. Acts ch. 24, sec. 1342, effective July 15, 2010. -Created 1970 Ky. Acts ch. 301, subtit. 24, sec. 37, effective June 18, 1970.
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