2015 Louisiana Laws
Revised Statutes
TITLE 22 - Insurance
RS 22:232.2 - Incorporation of a mutual insurance holding company

§232.2. Incorporation of a mutual insurance holding company

A. A mutual insurance holding company or an intermediate holding company resulting from the reorganization of a domestic mutual insurance company under R.S. 22:231 shall be incorporated pursuant to Title 12 of the Louisiana Revised Statutes of 1950, the Louisiana Business Corporation Law, R.S. 12:1 through 178, and shall be subject to its provisions and other provisions of Title 12 relative to business corporations, except that:

(1) The articles of incorporation and any amendments thereto shall be prepared in accordance with R.S. 22:62 or 67 and shall be subject to prior approval of the commissioner in the same manner as those of a domestic incorporated insurer.

(2) After approval of the commissioner, the articles showing the approval of the commissioner shall be filed in the office of the secretary of state together with an initial report, as prescribed by R.S. 12:101. If the first directors are not named in the articles of incorporation and the initial report, a supplemental report, setting forth their names and addresses, and signed by each incorporator or by any shareholder, shall be filed with the secretary of state and filed for record as provided by Paragraph (5) of this Subsection as soon as they have been selected.

(3) If the secretary of state finds that the articles have been approved by the commissioner and that the articles and initial report are in compliance with this Subpart and Title 12 of the Louisiana Revised Statutes of 1950, and after all fees have been paid as required by law, the secretary of state shall record the articles and the initial report in his office, endorse on each the date and issue a certificate of incorporation that shall show the date. The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated except that in any proceeding brought by the state to annul, forfeit, or vacate a corporation's franchise, or by the commissioner to prohibit, suspend, or limit the corporation's right to conduct business as a mutual insurance holding company or an intermediate holding company, the certificate of incorporation shall be only prima facie evidence of due incorporation.

(4) Upon the issuance of the certificate of incorporation, the corporation shall be duly incorporated, and the corporate existence shall begin, as of the time when the articles were filed with the secretary of state.

(5) A multiple original of the articles or a copy certified by the secretary of state, with a copy of the certificate of incorporation, and a multiple original of the initial report, or a copy certified by the secretary of state, shall be filed in the office of the recorder of mortgages of the parish in which the registered office of the corporation is situated, and a certified copy of the articles and initial report, bearing the certificate of the proper parish recorder with a copy of the certificate of incorporation, shall be filed with the commissioner.

B. The commissioner shall retain jurisdiction over a mutual insurance holding company and an intermediate holding company established pursuant to R.S. 22:231 to protect policyholders' interests, and the mutual insurance holding company shall be subject to the requirements of this Subpart and the Insurance Holding Company System Regulatory Law, R.S. 22:691 et seq., to the same extent as any domestic insurer.

C. Any investments of the mutual insurance holding company, other than its investments in the intermediate holding company or the insurance company reorganized under R.S. 22:231, shall be subject to the limitations of Subpart B of this Part as if the mutual insurance holding company were a domestic insurer. A mutual insurance holding company and an intermediate holding company organized under this Section shall be deemed an insurer that pays a license tax under Parts I and III of Chapter 3 of this Title, R.S. 22:791 et seq. and R.S. 22:821 et seq., and R.S. 22:831 through 838 and 842 through 846 for the purposes of R.S. 22:791.

D. Notwithstanding anything in the Louisiana Business Corporation Law, R.S. 12:1 through 178, meetings of the mutual insurance holding company and the exercise of a member's voting rights shall be governed by R.S. 22:119 through 121 and a written proxy conferred upon another policyholder either prior to, contemporaneously with, or after a reorganization under R.S. 22:231, shall remain in force indefinitely until revoked by the member.

E. Neither the mutual insurance holding company nor any intermediate holding company shall hold a certificate of authority or engage in the business of insurance.

Acts 1997, No. 1482, §1; Redesignated from R.S. 22:1004.2 by Acts 2008, No. 415, §1, eff. Jan. 1, 2009; Acts 2009, No. 503, §1; Acts 2010, No. 730, §1, eff. June 29, 2010; Redesignated from R.S. 22:696 by Acts 2012, No. 294, §3.