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304.24-430 Voluntary dissolution.
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(2)
(3)
(4)
(5)
(6)
A solvent domestic stock or mutual insurer, which then is not the subject of a
delinquency proceeding under Subtitle 33 of this chapter, may voluntarily
dissolve under a plan therefor in writing authorized by its board of directors,
approved or adopted by stockholders or members as hereinafter provided, and
filed with and approved by the commissioner. The plan shall provide for the
disposition, by bulk reinsurance or other lawful procedure, of all insurance in
force in the insurer, for full discharge of all obligations of the insurer, and
designate or provide for trustees to conduct and administer the settlement of
the insurer's affairs.
The commissioner shall approve the plan unless found by him or her to be
unlawful or unfair or inequitable or prejudicial to the interests of stockholders,
policyholders, or creditors.
If a mutual insurer, the plan must have been approved by vote of not less than
two-thirds (2/3) of the policyholders voting thereon at a special meeting of such
policyholders called and held for the purpose pursuant to such reasonable
notice and information as the commissioner may have approved.
If a stock insurer, the plan must have been adopted by vote of not less than
two-thirds (2/3) of all outstanding voting securities of the insurer at a special
meeting of such security holders called and held for the purpose.
Following approval of the dissolution and plan therefor by members or adoption
thereof by stockholders as above provided, and approval by the commissioner,
the trustees designated or provided for in the plan shall proceed to execute the
plan. When all liabilities of the corporation have been discharged or otherwise
adequately provided for, and all assets of the corporation have been liquidated
and distributed in accordance with the plan, the trustees shall so certify in
quadruplicate under oath in writing. The trustees shall deliver the original and
the three (3) copies of such certificate to the commissioner. The commissioner
shall make such examination of the affairs of the corporation, and of the
liquidation and distribution of its assets and discharge of or provision for its
liabilities as the commissioner deems advisable. If upon such examination the
commissioner finds that the facts set forth in the certificate of the trustees are
true, the commissioner shall inscribe his or her approval on the certificate, file
the original thereof so inscribed in the office of the Secretary of State, file copy
thereof in the department, and return the remaining two (2) copies to the
trustees. The trustees shall file one (1) of such copies for recording in the office
of the county clerk of the county in which the corporation's principal place of
business is located, and retain the fourth copy for the corporate files.
Upon filing the certificate of the trustees with the Secretary of State as provided
in subsection (5) of this section, the Secretary of State shall issue to the
trustees his or her certificate of dissolution, and the corporate existence of the
corporation shall thereupon forever terminate. The Secretary of State shall
charge and collect a fee of twenty-five dollars ($25) for the filing of the trustee's
certificate, and shall deposit the same with the State Treasurer for credit to the
general fund.
Effective:July 15, 2010
History: Amended 2010 Ky. Acts ch. 24, sec. 1347, effective July 15, 2010. --
Amended 1978 Ky. Acts ch. 384, sec. 468, effective June 17, 1978. -- Created
1970 Ky. Acts ch. 301, subtit. 24, sec. 43, effective June 18, 1970.
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